Agreement 

FOR  THE  CONSOLIDATION  OF 


FITCHBURG  RAILROAD  COMPANY, 

BOSTON  &  LOWELL  RAILROAD  CORPORATION, 
CONNECTICUT  RIVER  RAILROAD  COMPANY, 
THE  CONCORD  &  MONTREAL  RAILROAD, 
LOWELL  &  ANDOVER  RAILROAD  COMPANY, 
MANCHESTER  &  LAWRENCE  RAILROAD,  and 
KENNEBUNK  &  KENNEBUNKPORT  RAILROAD, 


WITH  THE 

BOSTON  &  MAINE  RAILROAD 


THE  LIBRARY 

BE  TiiE 


UNIVERSITY  OP  ILL1K01S 


DATED:  NOVEMBER  26,  191 


Return  this  book  on  or  before  the 
Latest  Date  stamped  below. 


University  of  Illinois  Library 

ib\i  14  !:I56 

SEP  0  6  !;«6 


AU6  Q  9  1988 


L161 — H41 


3*5.4- 

b*  b  5  &  £ 


BOSTON  &  MAINE  RAILROAD  SYSTEM 
CONSOLIDATION  AGREEMENT. 


THIS  AGREEMENT  made  this  26th  day  of  November,  1918,  by 
and  between  the  Boston  &  Maine  Railroad,  the  Fitchburg  Railroad  Com¬ 
pany,  the  Boston  &  Lowell  Railroad  Corporation,  The  Concord  &  Montreal 
Railroad,  the  Connecticut  River  Railroad  Company,  the  Lowell  &  Andover 
Railroad  Company,  the  Manchester  &  Lawrence  Railroad  and  the  Kenne- 
bunk  &  Kennebunkport  Railroad,  and  also  by  and  between  the  directors  of 
each  of  the  several  companies  above  named 


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WITNESSETH  THAT :  Whereas, 

The  Boston  &  Maine  Railroad  is  a  railroad  corporation  organized  and  ex¬ 
isting  under  the  laws  of  the  States  of  Massachusetts,  New  Hampshire  and 
Maine,  owning  a  steam  railroad  within  said  states.  Its  capital  stock  is  forty- 
two  million  six  hundred  fifty-four  thousand  nine  hundred  dollars  ($42,- 
654,900)  divided  into  four  hundred  twenty-six  thousand  five  hundred  forty- 
nine  (426,549)  shares  of  the  par  value  of  One  hundred  dollars  ($100.)  each. 
Three  million  one  hundred  forty-nine  thousand  eight  hundred  dollars  ($3,149,- 
800)  of  said  stock  consisting  of  thirty-one  thousand  four  hundred  ninety-eight 
(31,498)  shares  is  preferred  stock  entitled  to  non-cumulative  preferential  divi¬ 
dends  at  the  rate  of  six  per  cent  (6%)  per  annum.  All  of  said  stock  is  out¬ 
standing  in  the  hands  of  the  public. 

The  Fitchburg  Railroad  Company  is  a  railroad  corporation  organized 
and  existing  under  the  laws  of  the  States  of  Massachusetts,  New  Hampshire, 
Vermont  and  New  York,  owning  a  steam  railroad  within  said  states.  Its  capi¬ 
tal  stock  is  twenty-five  million  eight  hundred  sixty  thousand  dollars  ($25,- 
860,000)  divided  into  two  hundred  fifty-eight  thousand  six  hundred  (258,600) 
shares  of  the  par  value  of  One  hundred  dollars  ($100.)  each.  Seven  million 
dollars  ($7,000,000)  of  said  stock  consisting  of  seventy  thousand  (70,000) 
shares  is  common  stock  and  is  owned  by  the  Fitchburg  Railroad  Company  and 
the  Boston  &  Maine  Railroad.  Eighteen  million  eight  hundred  sixty  thousand 
dollars  ($18,860,000)  of  said  stock  consisting  of  one  hundred  eighty-eight 


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thousand  six  hundred  (188,600)  shares  is  preferred  stock  entitled  to  prefer¬ 
ential  dividends  at  the  rate  of  five  per  cent  (5%)  per  annum,  and  is  outstand¬ 
ing  in  the  hands  of  the  public.  The  railroad  owned  by  the  Fitchburg  Railroad 
Company  is  leased  to  the  Boston  &  Maine  Kailroad  by  a  lease  dated  June  30, 
1900,  for  the  term  of  ninety-nine  (99)  years  from  July  1, 1900,  at  a  rental  which 
includes  the  payment  of  dividends  at  the  rate  of  five  per  cent  (5%)  per  annum 
on  the  preferred  stock  of  the  lessor. 

The  Boston  &  Lowell  Railroad  Corporation  is  a  railroad  corporation 
organized  and  existing  under  the  laws  of  the  State  of  Massachusetts  owning 
a  steam  railroad  within  said  state.  Its  capital  stock  is  seven  million  six  hun¬ 
dred  seventy-nine  thousand  four  hundred  dollars  ($7,679,400)  divided  into 
seventy-six  thousand  seven  hundred  ninety-four  (76,794)  shares  of  the  par 
value  of  One  hundred  dollars  ($100.)  each.  Five  hundred  sixty-one  thousand 
nine  hundred  dollars  ($561,900)  of  said  stock  consisting  of  five  thousand  six 
hundred  nineteen  (5,619)  shares  is  owned  by  the  Boston  &  Maine  Railroad 
and  seven  million  one  hundred  seventeen  thousand  five  hundred  dollars  ($7,- 
117,500)  of  said  stock  consisting  of  seventy-one  thousand  one  hundred  seventy- 
five  (71,175)  shares  is  outstanding  in  the  hands  of  the  public.  The  railroad 
owned  by  the  Boston  &  Lowell  Railroad  Corporation  is  leased  to  the  Boston 
&  Maine  Railroad  by  a  lease  dated  June  22,  1887,  for  the  term  of  ninety-nine 
(99)  years  from  April  1,  1887,  at  a  rental  which  includes  the  payment  of  divi¬ 
dends  at  the  rate  of  eight  per  cent  (8% )  per  annum  on  the  stock  of  the  lessor. 

The  Concord  &  Montreal  Railroad  is  a  railroad  corporation  organized 
and  existing  under  the  laws  of  the  State  of  New  Hampshire  and  owning  a 
steam  railroad  within  said  state.  Its  capital  stock  is  eight  million  two  hun¬ 
dred  fifty-seven  thousand  six  hundred  dollars  ($8,257,600)  divided  into  eighty- 
two  thousand  five  hundred  seventy-six  shares  of  the  par  value  of  One 
hundred  dollars  ($100.)  each.  Three  hundred  forty  thousand  five  hundred 
dollars  ($340,500)  of  said  stock  consisting  of  three  thousand  four  hundred 
and  five  (3,405)  shares  is  owned  by  the  Boston  &  Maine  Railroad  and  the 
Manchester  &  Lawrence  Railroad,  and  seven  million  nine  hundred  seventeen 
thousand  one  hundred  dollars  ($7,917,100)  of  said  stock  consisting  of  seventy- 
nine  thousand  one  hundred  seventy-one  (79,171)  shares  is  outstanding  in  the 
hands  of  the  public.  The  railroad  owned  by  The  Concord  &  Montreal  Rail¬ 
road  is  leased  to  the  Boston  &  Maine  Railroad  by  a  lease  dated  June  29,  1895, 
for  the  term  of  ninety-one  (91)  years  from  April  1,  1895,  at  a  rental  which 
includes  the  payment  of  dividends  at  the  rate  of  seven  per  cent  (7%)  per  an¬ 
num  on  the  capital  stock  of  the  lessor. 

The  Connecticut  River  Railroad  Company  is  a  railroad  corporation  or¬ 
ganized  and  existing  under  the  laws  of  the  States  of  Massachusetts  and  New 


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Hampshire  owning  a  steam  railroad  within  said  states.  Its  capital  stock  is 
three  million  two  hundred  thirty- three  thousand  three  hundred  dollars  ($3,- 
233,300)  divided  into  thirty- two  thousand  three  hundred  thirty- three  (32,333) 
shares  of  the  par  value  of  One  hundred  dollars  ($100.)  each,  all  of  which  is 
outstanding  in  the  hands  of  the  public.  The  railroad  owned  by  the  Connecti¬ 
cut  Eiver  Eailroad  Company  is  leased  to  the  Boston  &  Maine  Eailroad  by  a 
lease  dated  January  1,  1893,  for  the  term  of  ninety-nine  (99)  years  from  the 
date  thereof  at  a  rental  which  includes  the  payment  of  dividends  at  the  rate  of 
ten  per  cent  (10%)  per  annum  on  the  stock  of  the  lessor. 

The  Lowell  &  Andover  Eailroad  Company  is  a  railroad  corporation  or¬ 
ganized  and  existing  under  the  laws  of  the  State  of  Massachusetts  and  own¬ 
ing  a  steam  railroad  within  said  state.  Its  capital  stock  is  six  hundred  and 
twenty -five  thousand  dollars  ($625,000)  divided  into  six  thousand  two  hun¬ 
dred  and  fifty  (6,250)  shares  of  the  par  value  of  One  hundred  dollars  ($100.) 
each,  all  of  which  is  outstanding  in  the  hands  of  the  public.  The  railroad 
owned  by  the  Lowell  &  Andover  Eailroad  Company  is  leased  to  the  Boston  & 
Maine  Eailroad  by  a  lease  dated  October  18,  1875,  for  the  term  of  ninety-nine 
(99)  years  from  December  1,  1874,  at  a  rental  which  yields  fifty-one  thou¬ 
sand  eight  hundred  seventy-four  dollars  ($51,874)  per  annum,  applicable  to 
dividends  on  the  stock  of  the  lessor. 

The  Manchester  &  Lawrence  Eailroad  is  a  railroad  corporation  organ¬ 
ized  and  existing  under  the  laws  of  the  State  of  New  Hampshire  and  owning 
a  steam  railroad  within  said  state.  Its  capital  stock  is  one  million  dollars 
($1,000,000)  divided  into  ten  thousand  (10,000)  shares  of  the  par  value  of 
One  hundred  dollars  ($100.)  each,  all  of  which  is  outstanding  in  the  hands  of 
the  public.  The  railroad  owned  by  the  Manchester  &  Lawrence  Eailroad  is 
leased  to  the  Boston  &  Maine  Eailroad  by  a  lease  dated  June  1,  1887,  for  the 
term  of  fifty  (50)  years  from  September  1,  1887,  at  a  rental  which  includes 
the  payment  of  dividends  at  the  rate  of  ten  per  cent  (10%)  per  annum  on  the 
capital  stock  of  the  lessor. 

The  Kennebunk  &  Kennebunkport  Eailroad  is  a  railroad  corporation 
organized  and  existing  under  the  laws  of  the  State  of  Maine  and  owning  a 
steam  railroad  within  said  state.  Its  capital  stock  is  sixty-five  thousand  dol¬ 
lars  ($65,000)  divided  into  six  hundred  and  fifty  (650)  shares  of  the  par 
value  of  One  hundred  dollars  ($100.)  each,  all  of  which  is  outstanding  in 
the  hands  of  the  public.  The  railroad  owned  by  the  Kennebunk  &  Kenne¬ 
bunkport  Eailroad  is  leased  to  the  Boston  &  Maine  Eailroad  by  a  lease  dated 
June  18,  1883,  for  the  term  of  ninety-nine  (99)  years  from  May  15,  1883,  at  a 
rental  which  includes  the  payment  of  dividends  at  the  rate  of  four  and  one- 
half  per  cent  (4%%)  per  annum  on  the  capital  stock  of  the  lessor. 


4 


The  railroads  owned  by  said  companies  form  a  continuous  or  connected 
line  of  railroad  with  each  other,  and, — together  wdth  other  railroads  controlled 
by  said  companies  through  leases,  operating  contracts  or  stock  ownership, — 
are  now  operated  by  the  Boston  &  Maine  Railroad  as  a  single  system  of  rail¬ 
roads. 

And,  Whereas,  a  Plan  has  been  prepared  for  the  reorganization  of  the 
Boston  &  Maine  Railroad  System,  of  which  a  copy  is  annexed  hereto,  and  in 
order  to  carry  out  said  Plan  it  is  desired  to  consolidate  the  companies  herein 
mentioned  into  one  corporation,  and  to  vest  in  and  to  convey  to  such  consoli¬ 
dated  corporation  the  rights,  property  and  franchises  of  the  consolidating 
corporations  under  and  pursuant  to  the  provisions  of  the  law's  of  the  States 
of  Massachusetts,  New  Hampshire,  Maine  and  New  York,  and  to  such  extent 
as  may  be  permitted  by  any  present  or  future  law  of  the  State  of  Vermont, 
and  particularly  pursuant  to  Chapter  380  of  the  Special  Acts  of  Massachu¬ 
setts  for  1915,  Chapter  367  of  the  Acts  of  New  Hampshire  for  1917,  and  Chap¬ 
ter  186  of  the  Private  Acts  of  Maine  for  1915. 

Now,  therefore,  the  parties  hereto,  each  in  consideration  of  the  cove¬ 
nants  and  agreements  of  the  others  mutually  covenant  and  agree  as  follows : 


ARTICLE  I. 

The  Fitchburg  Railroad  Company,  the  Boston  &  Low^ell  Railroad  Cor¬ 
poration,  the  Connecticut  River  Railroad  Company,  The  Concord  &  Montreal 
Railroad,  the  Lowell  &  Andover  Railroad 'Company,  the  Manchester  &  Law¬ 
rence  Railroad,  and  the  Kennebunk  &  Kennebunkport  Railroad  shall  be,  and 
they  hereby  are,  consolidated  with  the  Boston  &  Maine  Railroad,  forming 
one  corporation  under  the  name  of  the  Boston  &  Maine  Railroad,  which  is 
hereinafter  referred  to  as  the  “reorganized”  corporation,  upon  the  terms  and 
conditions  hereinafter  set  forth,  which  are  hereby  agreed  to  and  prescribed 
for  such  consolidation. 


ARTICLE  II. 

The  Board  of  Directors  of  the  reorganized  corporation  shall  consist  of 
not  less  than  fifteen  (15)  nor  more  than  twenty-one  (21)  members,  of  wdiom 
four  (4),  at  least,  shall  be  residents  of  Newr  Hampshire,  two  (2),  at  least,  of 
Maine  and  one  (1),  at  least,  of  Vermont.  The  names  and  places  of  residence 
of  its  first  directors,  who  shall  hold  office  until  the  first  annual  meeting  of 


5 


the  stockholders  of  the  reorganized  corporation  or  until  their  successors  are 
elected  and  qualified  in  accordance  with  the  by-laws,  are : 


H.  Leroy  Austin  .  . 

Norman  L.  Bassett  . 
Charles  W.  Bosworth 
Frank  P.  Carpenter  . 
Samuel  Carr  .  .  .  . 

Charles  Sumner  Cook 
Henry  B.  Day  .  .  . 

James  L.  Doherty  .  . 

Frederic  C.  Dumaine  . 
Charles  P.  Hall  .  .  . 

Woodward  Hudson  . 
James  M.  Prendergast 
John  G.  Sargent  .  . 

Leslie  P.  Snow  .  .  . 

James  Duncan  Upham 
George  H.  Warren  .  . 


Catskill,  New  York 
Augusta,  Maine 
Springfield,  Mass. 
Manchester,  N.  H. 
Boston,  Mass. 
Portland,  Maine 
Newton,  Mass. 
Springfield,  Mass. 
Concord,  Mass. 
Newton,  Mass. 
Concord,  Mass. 
Boston,  Mass. 
Ludlow,  Vermont 
Bochester,  N.  H. 
Claremont,  N.  H. 
Manchester,  N.  H. 


The  foregoing-named  persons  shall  prior  to  the  taking  effect  uf  this  agreement 
be  elected  directors  of  the  present  Boston  &  Maine  Railroad  so  far  as  they  are 
not  already  directors  of  that  company. 


ARTICLE  III. 


The  officers  of  the  reorganized  corporation  shall  be  a  President,  as  many 
Vice-Presidents  as  the  Board  of  Directors  may  appoint,  a  Treasurer,  as  many 
Assistant  Treasurers  as  the  Board  of  Directors  may  appoint,  a  Clerk,  and 
such  other  officers  as  may  from  time  to  time  be  provided  for  by  the  by-laws 
or  appointed  by  the  Board  of  Directors.  The  names  and  places  of  residence 
of  the  principal  officers  who  shall  hold  office  until  the  meeting  of  directors  next 
following  the  first  annual  meeting  of  the  stockholders  of  the  reorganized  cor¬ 
poration,  or  until  their  successors  are  elected  and  qualified  in  accordance 
with  the  by-laws,  are : 


Officers 

President 

Treasurer 

Clerk 


Names 

Woodward  Hudson 
A.  B.  Nichols 
A.  B.  Nichols 


Places  of  Residence 

Concord,  Mass. 
Melrose,  Mass. 
Melrose,  Mass. 


The  above  persons  are  the  officers  of  the  present  Boston  &  Maine  Rail¬ 
road. 


6 


ARTICLE  IY. 

The  by-laws  of  the  Boston  &  Maine  Railroad  in  force  at  the  time  of  con¬ 
solidation  shall  be  the  by-laws  of  the  reorganized  corporation.  The  present 
by-laws  of  the  Boston  &  Maine  Railroad  shall,  prior  to  the  date  of  the  con¬ 
solidation,  be  amended  in  so  far  as  may  be  necessary  to  provide  for  the  elec¬ 
tion  of  the  directors  specified  in  the  Second  Article  hereof,  and  in  so  far  as 
such  by-laws  may  be  inconsistent  with  any  of  the  provisions  of  this  Agree¬ 
ment. 


ARTICLE  Y. 

The  principal  office  of  the  reorganized  corporation  shall  be  in  the  City 
of  Boston  in  the  State  of  Massachusetts.  Its  principal  office  in  the  State  of 
New  York  shall  be  in  the  City  of  Troy,  Rensselaer  County,  New  York. 


ARTICLE  YI. 

The  original  issued  capital  stock  of  the  reorganized  corporation  shall  be 
eighty-one  million  four  hundred  seventy-two  thousand  eight  hundred  dollars 
($81,472,800)  divided  into  eight  hundred  and  fourteen  thousand  seven  hundred 
twenty-eight  (814,728)  shares  of  the  par  value  of  $100  each.  Said  stock  shall 
be  divided  into  classes  having  different  rights  and  preferences  and  bearing 
different  rates  of  dividend,  which  classes  shall  be  of  the  amounts  and  shall 
bear  the  designations  following : 


First  preferred  stock,  Class  A . $18,860,000 

First  preferred  stock,  Class  B .  7,648,800 

First  preferred  stock,  Class  C .  7,917,100 

First  preferred  stock,  Class  D .  4,327,000 

First  preferred  stock,  Class  E .  65,000 


Total  of  first  preferred  stock . $38,817,900 

Preferred  stock .  3,149,800 

Common  stock .  39,505,100 


Total  stock . $81,472,800 


The  reorganized  corporation  may  also  in  the  manner  and  under  the  limita¬ 
tions  provided  in  Article  X  issue  $12,000,000,  par  value,  of  first  preferred 
stock  to  be  designated  Class  F,  the  proceeds  of  which  shall  be  used  solely  for 
the  payment  and  retirement  of  bonds  of  the  reorganized  corporation. 


7 


A.  Rights  and  Preferences  of  First  Preferred  Stock. 

The  holders  of  the  first  preferred  stock  of  Classes  A  to  E  inclusive,  shall 
be  entitled  out  of  the  net  profits  or  surplus  of  the  corporation  as  determined 
from  time  to  time  by  the  Board  of  Directors  in  accordance  with  law,  to  semi¬ 
annual  preferential  dividends  payable  on  the  first  days  of  January  and  July 
in  each  year,  the  first  dividend  to  be  paid  on  July  1, 1919,  for  the  six  months 
from  January  1,  1919  to  June  30,  1919,  at  the  respective  rates  per  annum  here¬ 
inafter  designated  for  the  different  classes  of  first  preferred  stock,  namely : 

Rate  of  dividend  to  and  Rate  of  Dividend 


Class  of  Stock  including  Jan.  1,  1924  after  Jan.  1,  1924 

A .  4%  5% 

B .  6.4%  8% 

C .  5.6%  7% 

D .  8%  10% 

E .  3.6%  4.5% 


The  holders  of  the  first  preferred  stock  of  Class  F  shall  be  entitled  out  of 
the  net  profits  or  surplus  of  the  corporation,  as  determined  from  time  to  time 
by  the  Board  of  Directors  in  accordance  with  law,  to  semi-annual  preferential 
dividends  at  the  rate  of  six  per  cent  (6%)  per  annum  payable  upon  the  first 
days  of  January  and  July  in  each  year,  the  first  dividend  to  be  paid  on  the 
January  1  or  July  1  next  succeeding  the  date  of  the  issue  of  such  stock  for  the 
period  from  the  date  of  such  issue  to  the  date  of  such  dividend. 

All  the  dividends  above  specified  for  the  different  classes  of  the  first  pre¬ 
ferred  stock  shall  be  cumulative,  and  if  in  any  year  dividends  of  less  than  the 
specified  amount  shall  have  been  paid  upon  the  first  preferred  stock  of  any 
class,  the  deficiency  shall  be  payable,  without  interest,  out  of  the  net  profits 
or  surplus  of  subsequent  years  as  determined  by  the  Board  of  Directors  as 
aforesaid.  Holders  of  the  first  preferred  stock  shall  be  entitled  to  the  divi¬ 
dends  above  specified  on  the  respective  classes  thereof  in  preference  and  pri¬ 
ority  to  the  holders  of  all  other  stock  of  the  corporation  unless  additional  pre¬ 
ferred  stock  having  the  same  or  greater  preferences  is  hereafter  authorized 
under  the  limitations  of  the  following  paragraph  and  in  case  of  the  liquida¬ 
tion  or  other  distribution  of  assets  of  the  corporation,  shall  be  entitled 
to  have  paid  to  them  their  accrued  and  unpaid  dividends  before  any  payment 
is  made  on  account  of  the  par  value  of  any  class  of  stock.  In  case  of  liquida¬ 
tion  or  other  distribution,  the  net  assets  of  the  corporation,  after  the  payment 
of  all  accumulated  and  unpaid  dividends  on  the  first  preferred  stock,  shall  be 
distributed  equally  among  the  holders  of  all  the  stock  of  the  corporation,  both 
first  preferred,  preferred  and  common.  No  class  of  the  first  preferred  stock 


8 


shall  have  any  preference  or  priority  over  any  other  class  and  whenever  any 
dividend  is  declared  upon  the  first  preferred  stock  less  than  the  whole  amount 
of  accumulated  dividends  then  remaining  unpaid,  such  dividend  shall  be  ap¬ 
portioned  among  all  the  classes  of  first  preferred  stock  in  proportion  to  the 
amount  of  preferred  dividends  then  accumulated  and  unpaid  on  the  respec¬ 
tive  classes. 

No  stock,  whatever  the  rate  of  dividend  thereof,  having  preferences  or 
priorities  in  any  respect  the  same  as  or  superior  to  those  of  the  first  preferred 
stock  authorized  in  this  agreement  shall  be  issued  under  any  existing  or  fu¬ 
ture  law,  and  no  lease  or  contract  for  the  entire  operation  of  any  railroad, 
other  than  those  at  present  operated  as  part  of  the  Boston  &  Maine  Railroad 
System  or  controlled  by  it  or  by  some  party  to  this  agreement  by  means  of 
stock  ownership,  calling  for  an  annual  payment  of  more  than  one  hundred 
thousand  dollars  ($100,000),  shall  be  entered  into  by  the  consolidated  corpor¬ 
ation  without  a  vote  of  two-thirds  in  interest  of  the  first  preferred  stock  out¬ 
standing  at  the  time  approving  the  issue  of  such  new  stock  or  the  execution 
of  such  lease  or  contract. 

The  present  Boston  &  Maine  Railroad  shall,  prior  to  the  consolidation, 
by  appropriate  action  authorize  the  issue  of  the  foregoing  first  preferred 
stock,  and  the  same  when  issued  in  accordance  with  such  authority  shall  be 
for  all  purposes  stock  of  the  reorganized  corporation. 


B.  Rights  and  Preferences  of  the  Preferred  Stock. 

The  holders  of  the  preferred  stock  shall  be  entitled  out  of  the  net  profits 
or  surplus  of  the  corporation  as  determined  from  time  to  time  by  the  Board 
of  Directors  according  to  law  after  the  payment  or  setting  aside  of  an 
amount  equal  to  all  accrued  and  unpaid  dividends  on  the  first  preferred  stock 
which  may  be  from  time  to  time  outstanding  to  semi-annual,  non-cumulative, 
preferential  dividends  at  the  rate  of  six  per  cent  (6%)  per  annum,  payable 
upon  the  first  days  of  March  and  September  in  each  year. 

In  order  to  secure  the  repayment  in  part  of  certain  advances  to  be  made 
to  the  reorganized  corporation  by  the  Director  General  of  Railroads,  the 
reorganized  corporation  shall  be  bound  until  January  1,  1924,  except  as  pro¬ 
vided  in  Article  VII  hereof,  to  pay  into  a  trust  fund  to  secure  the  repayment 
in  part  of  such  advances  all  of  its  surplus  earnings  over  and  above  the 
amount  required  to  pay  the  stipulated  dividends  upon  the  first  preferred 
stock  and  dividends  at  the  rate  of  four  per  cent  (4%)  per  annum  upon  its 
preferred  stock,  so  that  during  said  period  of  five  j^ears,  except  as  provided 
in  Article  VII,  the  amount  of  earnings  applicable  for  dividends  on  the  pre- 


9 


ferred  stock  will  not  exceed  an  amount  sufficient  to  pay  dividends  at  the  rate 
of  four  per  cent  (4%)  per  annum.  ^ 

It  is  understood  that  any  accumulated  surplus,  undivided  profits  or  other 
income  available  for  the  payment  of  dividends  upon  the  first  preferred  stock 
shall,  except  as  otherwise  herein  provided,  after  the  payment  or  setting  aside 
of  an  amount  equal  to  all  accrued  and  unpaid  dividends  on  the  first  pre¬ 
ferred  stock  be  available  for  the  payment  of  dividends  on  the  preferred  stock, 
and  the  same  shall  be  so  applied  without  reference  to  whether  any  dividends 
are  paid  in  that  year  upon  the  common  stock.  This  understanding  shall  be 
expressed  on  all  new  certificates  issued  from  time  to  time  for  said  preferred 
stock. 


ARTICLE  VII. 

As  additional  security  for  the  payment  of  the  seventeen  million  six  hun¬ 
dred  six  thousand  dollars  ($17,006,000)  of  five  per  cent  (5%)  bonds  to  be 
issued  to  the  Director  General  of  Railroads  as  provided  in  Article  XV  hereof 
and  for  the  payment  of  the  six  per  cent  (6%)  bonds  which  may  be  issued 
to  refund  the  same,  the  Boston  &  Maine  Railroad  shall,  prior  to  consolida¬ 
tion,  authorize  the  execution  of  an  Agreement  with  a  Trustee  to  be  desig¬ 
nated  by  the  Director  General  of  Railroads,  by  which  the  reorganized 
corporation  shall  pay  over  to  the  Trustee  so  designated  for  the  period  of  five 
years  ending  on  the  first  day  of  January,  1924,  except  as  hereinafter  pro¬ 
vided,  all  of  its  net  income  legally  applicable  to  the  payment  of  dividends  re¬ 
maining  after  the  payment  of  dividends  at  the  stipulated  rates  upon  its  first 
preferred  stock  and  dividends  at  the  rate  of  four  per  cent  (4%)  per  annum 
upon  its  preferred  stock. 

The  funds  so  received  by  the  Trustee  shall  be  invested  by  it  from  time  to 
time  in  the  purchase  at  par  and  accrued  interest  of  said  five  per  cent  (5%) 
bonds  to  be  issued  to  the  Director  General  of  Railroads  for  advances  made 
by  him  or  six  per  cent  (6%)  bonds  issued  to  refund  the  same,  to  the  extent 
requested  by  the  Director  General,  and  shall,  except  in  the  case  of  the  issue 
of  the  first  preferred  stock,  Class  F,  as  hereinafter  provided,  at  the  expira¬ 
tion  of  the  five-year  period  to  be  applied  to  the  payment  pro  tanto  of  said 
$17,606,000  of  bonds. 

Said  Agreement  shall,  however,  provide  that  the  reorganized  corpora¬ 
tion  may  at  any  time  prior  to  January  1,  1924,  provide  the  sum  of  twelve 
million  dollars  ($12,000,000)  in  cash  by  the  issue  of  the  six  per  cent  (6%) 
first  preferred  stock,  Class  F,  hereinbefore  referred  to  at  not  less  than  par, 
and  pay  over  the  proceeds  of  such  issue  to  the  Trustee,  who  shall  use  it  for 


10 


the  payment  pro  tanto  of  said  $17,606,000  of  bonds,  and  upon  such  payment 
the  Trustee  shall  hold  the  funds  theretofore  paid  over  to  it  subject  to  the  order 
of  the  reorganized  corporation,  which  may  subject  to  the  following  limita¬ 
tions  use  it  for  any  legal  corporate  purpose. 

From  the  funds  theretofore  paid  over  to  the  Trustee  there  shall  first  be 
deducted  a  sum  equal  to  all  contributions  to  the  trust  fund  accruing  from  the 
reduction  of  the  full  dividends  on  the  first  preferred  stock  and  from  the  fact 
that  the  preferred  stock  dividends  have  been  paid  at  the  rate  of  four  per  cent 
(4%)  per  annum  instead  of  six  per  cent  (6%)  per  annum,  which  sum  shall 
be  invested  by  the  reorganized  corporation  in  paying  for  additions  and  im¬ 
provements  to  its  property  without  a  corresponding  increase  in  capitalization 
or  to  the  diminution  of  its  debt  with  proper  charges  to  profit  and  loss  to  the 
end  that  no  part  of  such  sum  shall  be  directly  or  indirectly  used  for  the  pay¬ 
ment  of  dividends  on  its  preferred  or  common  stock,  and  likewise  thereafter 
until  January  1, 1924,  in  ascertaining  the  balance  of  income  available  for  divi¬ 
dends  upon  the  preferred  and  common  stocks  there  shall  be  deducted  from 
the  current  income  each  year  an  amount  equal  to  twenty  per  cent  (20%)  of 
the  aggregate  dividends  which  would  have  been  payable  on  the  first  preferred 
stock,  Class  A  to  E  inclusive,  if  the  full  rate  of  dividend  had  been  paid, 
which  sum  shall  be  used  solely  for  the  purpose  of  making  additions  or  improve¬ 
ments  to  the  company’s  property  or  the  diminution  of  debt  in  the  manner 
above  specified. 


ARTICLE  VIII. 

Each  holder  of  the  stock  of  the  reorganized  corporation  shall  have  one 
vote  for  each  share  of  stock  held  by  him,  whether  first  preferred,  preferred  or 
common.  Except  as  otherwise  specifically  provided  herein  or  by  law,  all  ques¬ 
tions  submitted  to  the  stockholders  shall  be  determined  by  the  vote  of  the 
whole  number  of  stockholders,  both  first  preferred,  preferred  and  common, 
without  regard  to  the  votes  of  the  stockholders  of  any  particular  class. 


ARTICLE  IX. 

The  first  preferred  stock,  Classes  A,  B,  C,  D  and  E,  shall  be  issued  sim¬ 
ultaneously^  with  the  taking  effect  of  this  Agreement  in  the  manner  following : 

(a)  The  reorganized  corporation  shall  deliver  to  the  order  of  the  Fitch¬ 
burg  Railroad  Company  certificates  for  one  hundred  eighty -eight  thousand 
six  hundred  (188,600)  shares  of  the  first  preferred  stock  of  the  reorganized 


11 


corporation,  Class  A,  and  each  preferred  stockholder  of  the  Fitchburg  Rail¬ 
road  Company  shall  be  entitled  to  receive  one  (1)  share  of  said  preferred 
stock,  Class  A,  for  each  share  of  the  stock  of  the  Fitchburg  Railroad  Company 
owned  by  him  on  surrender  of  the  certificates  therefor. 

The  preferred  stock  of  the  Fitchburg  Railroad  Company  surrendered  in 
exchange  for  shares  of  the  first  preferred  stock,  Class  A,  of  the  reorganized 
corporation  shall  be  delivered  to  the  reorganized  corporation.  Such  preferred 
stock  together  with  the  common  stock  of  the  Fitchburg  Railroad  Company  now 
owned  by  the  Fitchburg  Railroad  Company  and  the  Roston  &  Maine  Railroad, 
shall  be  retained  by  the  reorganized  corporation  and  shall  be  non-transfer- 
able  and  the  certificates  shall  be  so  stamped.  The  reorganized  corporation 
shall  also  at  the  time  of  the  delivery  of  said  stock  pay  to  the  order  of  the 
Fitchburg  Railroad  Company  an  amount  of  cash  equal  to  a  dividend  at  the 
rate  of  5%  per  annum  for  the  period  between  the  date  when  the  last  prior  divi¬ 
dend  was  paid  upon  the  stock  of  the  Fitchburg  Railroad  Company  and  the 
first  day  of  January,  1919,  which  sum  shall  be  paid  over  pro  rata  to  the  pre¬ 
ferred  stockholders  of  the  Fitchburg  Railroad  Company. 

(6)  The  reorganized  corporation  shall  deliver  to  the  order  of  the  Bos¬ 
ton  &  Lowell  Railroad  Corporation  certificates  for  seventy-one  thousand  one 
hundred  seventy-five  (71,175)  shares  of  the  first  preferred  stock  of  the  reor¬ 
ganized  corporation,  Class  B,  and  each  stockholder  of  the  Boston  &  Lowell 
Railroad  Corporation  other  than  the  Boston  &  Maine  Railroad,  which  is  the 
owner  of  five  thousand  six  hundred  and  nineteen  (5,619)  shares  of  said  stock, 
shall  be  entitled  to  receive  one  share  of  said  first  preferred  stock,  Class  B, 
for  each  share  of  the  stock  of  the  Boston  &  Lowell  Railroad  Corporation 
owned  by  him  on  surrender  of  the  certificates  therefor.  The  stock  of  the 
Boston  &  Lowell  Railroad  Corporation  surrendered  in  exchange  for  shares 
of  the  first  preferred  stock,  Class  B,  of  the  reorganized  corporation  shall  be 
delivered  to  the  reorganized  corporation  and  together  with  the  5,619  shares 
owned  by  the  Boston  &  Maine  Railroad  shall  be  retained  by  the  reorganized 
corporation  and  shall  be  non-transferable,  and  the  certificate  shall  be  so 
stamped. 

The  reorganized  corporation  shall  also  at  the  time  of  the  delivery  of  said 
stock  pay  to  the  order  of  the  Boston  &  Lowell  Railroad  Corporation  an 
amount  of  cash  sufficient  to  pay  a  dividend  at  the  rate  of  eight  per  cent  (8%) 
per  annum  on  all  stock  of  the  Boston  &  LowTell  Railroad  Corporation  other 
than  that  owned  by  the  Boston  &  Maine  Railroad  for  the  period  between  the 
date  when  the  last  prior  dividend  was  paid  upon  such  stock  and  the  first  day 
of  January,  1919,  which  sum  shall  be  paid  over  pro  rata  to  the  stockholders  of 
the  Boston  &  Lowell  Railroad  Corporation  other  than  the  Boston  &  Maine 
Railroad. 


12 


(c)  The  reorganized  corporation  shall  deliver  to  the  order  of  The  Con¬ 
cord  &  Montreal  Railroad  certificates  for  seventy-nine  thousand  one  hundred 
seventy-one  (79,171)  shares  of  the  first  preferred  stock  of  the  reorganized 
corporation,  Class  C,  and  each  stockholder  of  The  Concord  &  Montreal  Rail¬ 
road  other  than  the  Boston  &  Maine  Railroad  and  the  Manchester  &  Lawrence 
Railroad,  which  together  own  three  thousand  four  hundred  and  five  (3,405) 
shares,  shall  be  entitled  to  receive  one  share  of  said  preferred  stock,  Class 
C,  for  each  share  of  the  stock  of  The  Concord  &  Montreal  Railroad  owned  by 
him  on  surrender  of  the  certificates  therefor.  The  stock  of  The  Concord  & 
Montreal  Railroad  surrendered  in  exchange  for  shares  of  the  first  preferred 
stock,  Class  C,  of  the  reorganized  corporation  shall  be  delivered  to  the  re¬ 
organized  corporation  and  together  with  the  3,405  shares  owned  by  the  Man¬ 
chester  &  Lawrence  Railroad  and  Boston  &  Maine  Railroad  shall  be  retained 
by  the  reorganized  corporation  and  shall  be  non-transferable,  and  the  certifi¬ 
cate  shall  be  so  stamped. 

The  reorganized  corporation  shall  also  at  the  time  of  the  delivery  of 
said  stock  pay  to  the  order  of  The  Concord  &  Montreal  Railroad  an  amount 
of  cash  sufficient  to  pay  a  dividend  at  the  rate  of  seven  per  cent  (7%)  per 
annum  on  all  stock  of  The  Concord  &  Montreal  Railroad  other  than  that  owned 
by  the  Boston  &  Maine  Railroad  and  the  Manchester  &  Lawrence  Railroad  for 
the  period  between  the  date  when  the  last  prior  dividend  was  paid  upon 
such  stock  and  the  first  day  of  January,  1919,  which  sum  shall  be  paid  pro 
rata  to  the  stockholders  of  The  Concord  &  Montreal  Railroad  other  than  the 
Manchester  &  Lawrence  Railroad  and  the  Boston  &  Maine  Railroad. 

(d)  The  reorganized  corporation  shall  deliver  to  the  order  of  the  Con¬ 
necticut  River  Railroad  Company  certificates  for  thirty-two  thousand  three 
hundred  thirty-three  (32,333)  shares  of  the  first  preferred  stock  of  the  re¬ 
organized  corporation,  Class  D,  and  each  stockholder  of  the  Connecticut  River 
Railroad  Company  shall  be  entitled  to  receive  one  share  of  said  preferred 
stock,  Class  D,  for  each  share  of  the  stock  of  the  Connecticut  River  Railroad 
Company  owned  b}7  him  on  surrender  of  the  certificates  therefor.  The  stock 
of  the  Connecticut  River  Railroad  Company  surrendered  in  exchange  for 
shares  of  the  first  preferred  stock,  Class  D,  of  the  reorganized  corporation 
shall  be  delivered  to  the  reorganized  corporation  and  shall  be  retained  by  it 
and  shall  be  non-transferable,  and  the  certificates  shall  be  so  stamped. 

The  reorganized  corporation  shall  also  at  the  time  of  the  delivery  of  said 
stock  pay  to  the  order  of  the  Connecticut  River  Railroad  Company  an  amount 
of  cash  sufficient  to  pay  a  dividend  at  the  rate  of  ten  per  cent  (10%)  per 
annum  on  all  stock  of  the  Connecticut  River  Railroad  Company  for  the  period 
between  the  date  when  the  last  prior  dividend  was  paid  upon  such  stock  and 


13 


the  first  (lay  of  January,  1919,  which  sum  shall  he  paid  over  pro  rata  to  the 
stockholders  of  the  Connecticut  River  Railroad  Company. 

(e)  The  reorganized  corporation  shall  deliver  to  the  order  of  the  Lowell 
&  Andover  Railroad  Company  certificates  for  five  thousand  three  hundred 
and  thirteen  (5,3.13)  shares  of  the  first  preferred  stock  of  the  reorganized 
corporation,  Class  B,  and  nine  hundred  thirty-seven  (937)  shares  of  the  first 
preferred  stock  of  the  reorganized  corporation,  Class  D,  and  the  same  shall 
be  distributed  among  the  holders  of  the  stock  of  the  Lowell  &  Andover  Rail¬ 
road  Company  as  that  company  may  determine  upon  surrender  by  the  stock¬ 
holders  of  their  certificates  for  stock  in  the  Lowell  &  Andover  Railroad  Com¬ 
pany.  The  stock  of  the  Lowell  and  Andover  Railroad  Company  surrendered 
in  exchange  for  the  aforesaid  shares  of  the  first  preferred  stock  of  the  re¬ 
organized  corporation  shall  be  delivered  to  the  reorganized  corporation  and 
shall  be  retained  by  it  and  shall  be  non-transferable,  and  the  certificates  shall 
be  so  stamped. 

The  reorganized  corporation  shall  at  the  time  of  the  delivery  of  said 
stock  pay  to  the  order  of  the  Lowell  &  Andover  Railroad  Company  an  amount 
of  cash  sufficient  to  pay  a  dividend  at  the  rate  of  eight  per  cent  (8%)  per  an¬ 
num  on  the  stock  of  the  Lowell  &  Andover  Railroad  Company  for  the  period 
between  the  date  when  the  last  prior  dividend  was  paid  upon  such  stock  and 
the  first  day  of  January,  1919,  which  sum  shall  be  paid  over  pro  rata  to’  the 
stockholders  of  the  Lowell  &  Andover  Railroad  Company. 

(/)  The  reorganized  corporation  shall  deliver  to  the  order  of  the  Man¬ 
chester  &  Lawrence  Railroad  certificates  for  ten  thousand  (10,000)  shares  of 
the  first  preferred  stock  of  the  reorganized  corporation,  Class  D,  and  each 
stockholder  of  the  Manchester  &  Lawrence  Railroad  shall  be  entitled  to  re¬ 
ceive  one  share  of  said  preferred  stock,  Class  1),  for  each  share  of  the  stock  of 
the  Manchester  &  Lawrence  Railroad  owned  by  him  on  surrender  of  the  cer¬ 
tificates  therefor.  The  stock  of  the  Manchester  &  Lawrence  Railroad  surren¬ 
dered  in  exchange  for  shares  of  the  first  preferred  stock,  Class  D,  of  the  re¬ 
organized  corporation  shall  be  delivered  to  the  reorganized  corporation  and 
retained  by  it  and  shall  be  non-transferable,  and  the  certificates  shall  be  so 
stamped. 

The  reorganized  corporation  shall  also  at  the  time  of  the  delivery  of  said 
stock  pay  to  the  order  of  the  Manchester  &  Lawrence  Railroad  an  amount  of 
cash  sufficient  to  pay  a  dividend  at  the  rate  of  ten  per  cent  (10%)  per  annum 
on  all  stock  of  the  Manchester  &  Lawrence  Railroad  for  the  period  between 
the  date  when  the  last  prior  dividend  was  paid  upon  such  stock  and  the  first 
day  of  January,  1919,  which  sum  shall  be  paid  over  pro  rata  to  the  stock¬ 
holders  of  the  Manchester  &  Lawrence  Railroad. 


14 


( g )  The  reorganized  corporation  shall  deliver  to  the  order  of  the  Kenne- 
bunk  &  Kennebunkport  Railroad  certificates  for  six  hundred  and  fifty  (650) 
shares  of  the  first  preferred  stock  of  the  reorganized  corporation,  Class  E, 
and  each  stockholder  of  the  Kennebunk  &  Kennebunkport  Railroad  shall  be 
entitled  to  receive  one  share  of  said  preferred  stock,  Class  E,  for  each 
share  of  the  stock  of  the  Kennebunk  &  Kennebunkport  Railroad  owned  by  him 
on  surrender  of  the  certificates  therefor.  The  stock  of  the  Kennebunk  &  Ken¬ 
nebunkport  Railroad  surrendered  in  exchange  for  shares  of  the  first  preferred 
stock,  Class  E,  of  the  reorganized  corporation  shall  be  delivered  to  the  re¬ 
organized  corporation  and  retained  by  it  and  shall  be  non- transferable,  and  the 
certificates  shall  be  so  stamped. 

The  reorganized  corporation  shall  also  at  the  time  of  the  delivery  of  said 
stock  pay  to  the  order  of  the  Kennebunk  &  Kennebunkport  Railroad  an 
amount  of  cash  sufficient  to  pay  a  dividend  at  the  rate  of  four  and  one-half 
per  cent  (41/0% )  per  annum  on  all  stock  of  the  Kennebimk  &  Kennebunkport 
Railroad  for  the  period  between  the  date  when  the  last  prior  dividend  was  paid 
upon  such  stock  and  the  first  day  of  January,  1919,  which  sum  shall  be  paid 
over  pro  rata  to  the  stockholders  of  the  Kennebunk  &  Kennebunkport  Railroad. 


ARTICLE  X. 

The  twelve  million  dollars  ($12,000,000)  of  first  preferred  stock,  Class  F, 
may  subject  to  the  approval  of  all  public  authorities  having  jurisdiction  in  re¬ 
spect  thereof  be  issued  at  any  time  prior  to  J anuary  1, 1924,  by  vote  of  two-thirds 
in  interest  of  the  common  stockholders  of  the  reorganized  corporation  at  a 
meeting  duly  called  for  the  purpose.  Such  stock  shall  be  issued  for  not  less 
than  par,  and  the  proceeds  thereof  shall  be  used  solely  for  the  retirement 
and  payment  pro  tanto  of  the  seventeen  million  six  hundred  and  six  thousand 
dollars  ($17,606,000)  of  5%  bonds  to  be  issued  to  the  Director  General  of 
Railroads  for  money  advanced  by  him,  or  the  6%  bonds  which  may  be  issued 
to  refund  the  same,  in  the  manner  provided  in  Article  VII  hereof. 


ARTICLE  XI. 

The  holders  of  the  preferred  stock  of  the  present  Boston  &  Maine  Rail¬ 
road  at  the  time  of  consolidation  shall  be  preferred  stockholders  of  the 
reorganized  corporation,  and  the  outstanding  certificates  for  such  pre¬ 
ferred  stock  shall  for  all  purposes  indicate  their  ownership  of  preferred 


15 


stock  of  the  reorganized  corporation  without  the  necessity  of  changing  such 
certificates  for  new  certificates.  Any  new  certificates,  however,  which  may 
from  time  to  time  be  issued  for  such  preferred  stock  shall  bear  such  refer¬ 
ences  to  the  provisions  of  Article  VI  as  the  Board  of  Directors  may  determine. 


ARTICLE  XII. 

The  holders  of  the  common  stock  of  the  present  Boston  &  Maine  Kail- 
road  at  the  time  of  the  consolidation  shall  be  common  stockholders  of  the  reor¬ 
ganized  corporation,  and  the  outstanding  certificates  for  such  common  stock 
shall  for  all  purposes  indicate  their  ownership  of  common  stock  of  the  reor¬ 
ganized  corporation  without  the  necessity  of  changing  such  certificates  for 
new  certificates. 


AKTICLE  XIII. 

In  case  any  non-assenting  stockholder  of  the  corporations  which  are  par¬ 
ties  hereto  elects  to  have  his  stock  valued  and  to  recover  from  the  reorgan¬ 
ized  corporation  the  cash  value  thereof  in  accordance  with  any  laws  appli¬ 
cable  thereto,  the  reorganized  corporation  shall  pay  to  such  non-assenting 
stockholder  the  amount  so  recovered  in  cash  and  the  stock  of  the  reorganized 
corporation  to  which  such  non-assenting  stockholder  would  have  been  entitled 
under  this  Agreement  shall  be  returned  to  and  become  the  property  of  such 
reorganized  corporation.  Such  stock  may  be  sold  by  the  reorganized  cor¬ 
poration  for  such  price  in  cash  as  may  be  obtained,  at  such  time  or  times  as 
the  directors  of  the  reorganized  corporation  may  determine,  and  until  such 
sale,  may  be  pledged  to  the  Director  General  of  Railroads  as  security  for  any 
advances  which  he  may  make  to  enable  the  reorganized  corporation  to  make 
such  payments  to  non-assenting  stockholders. 


AKTICLE  XIV. 

Upon  the  consummation  of  this  consolidation  as  provided  by  law,  all 
and  singular  the  rights,  privileges,  exemptions,  franchises,  property  (real, 
personal  and  mixed)  licenses,  easements  and  interests  of  every  kind,  nature 
and  description  belonging  to  or  in  any  way  appertaining  to  the  corporations 
parties  hereto  and  each  of  them,  including  their  respective  railroads,  their 
leasehold  estates  in  railroads  leased  to  them,  or  any  of  them,  and  all  stock, 


16 


bonds,  or  other  securities  of  other  railroads  owned  by  them,  or  any  of  them, 
shall  be  vested  in  and  be  the  property  of  said  reorganized  corporation  and  it 
shall  succeed  to  and  there  shall  attach  to  it  all  the  debts,  obligations,  leases, 
contracts,  tariffs  and  any  and  all  liabilities  of  each  of  the  corporations  parties 
hereto.  Each  of  the  corporations,  parties  hereto,  will  execute  such  separate 
confirmatory  conveyances  and  do  such  acts  as  counsel  may  advise  are 
desirable  in  order  to  vest  the  title  to  the  aforesaid  property  in  the 
reorganized  corporation.  The  reorganized  corporation  shall  indemnify  and 
save  harmless  each  of  the  corporations,  parties  hereto,  and  their  respective 
officers  and  stockholders  of  and  from  every  debt,  obligation,  lease,  contract  and 
liability  of  the  said  corporations. 

The  foregoing  shall  not  be  deemed  to  exclude  any  other  effects,  rights 
or  privileges  provided  by  law  as  incident  to  or  resulting  from  this  consoli¬ 
dation  and  not  herein  specifically  mentioned. 


ARTICLE  XY. 

Prior  to  the  consolidation  herein  provided  for,  the  present  Boston  &  Maine 
Railroad  shall  by  appropriate  action  authorize  the  issue  of  the  $19,879,000  of 
bonds  specified  in  the  Plan  of  Reorganization  to  be  issued  to  the  Director  Gen¬ 
eral  of  Railroads  in  exchange  for  the  cash  advances  made  or  to  be  made  by  him, 
and  shall  likewise  authorize  the  execution  of  a  mortgage  upon  all  the  prop¬ 
erty  and  franchises  of  the  reorganized  corporation,  whether  then  owned  or 
thereafter  acquired,  with  the  exception  of  cash  and  accounts  receivable,  and 
any  other  assets  which  for  convenience  in  handling  may  with  the  consent  of 
the  Director  General  of  Railroads  be  omitted.  Such  mortgage  shall  also 
secure  all  outstanding  bonds,  notes  and  other  evidences  of  indebtedness  for 
which  the  reorganized  corporation  is  liable  as  required  by  the  Statutes  of 
Massachusetts,  and  shall  be  drawn  so  as  to  equally  secure  such  future  issues 
of  bonds  as  may  be  required  for  refunding  purposes  or  as  may  be  required 
to  pay  in  whole  or  in  part  for  additions,  betterments,  extensions  or  equip¬ 
ment  or  may  be  issued  for  any  lawful  corporate  purpose.  Such  provisions 
limiting  the  issue  of  additional  bonds  shall  be  inserted  in  the  mortgage  as 
will  reasonably  insure  safety,  consequent  good  credit  and  reasonable  flexi¬ 
bility  for  financing.  The  form  of  said  mortgage  shall  be  subject  to  the  ap¬ 
proval  of  the  Director  General  of  Railroads. 

The  present  Boston  &  Maine  Railroad  also  shall  by  appropriate  action 
authorize  such  agreements  with  the  Director  General  of  Railroads  as  may  be 
deemed  necessary  in  order  to  properly  protect  the  Director  General  of  Rail- 


17 


roads  for  the  advances  to  be  made  by  him  in  accordance  with  the  Plan  of  Re¬ 
organization.  Such  bonds,  mortgage  and  agreements,  including  the  Trust 
Agreement  provided  for  in  Article  VII,  whether  executed  prior  to  or  after 
the  consolidation,  shall  be  in  all  respects  binding  upon  the  reorganized  cor¬ 
poration,  and  in  so  far  as  they  may  not  be  executed  or  delivered  prior  to  con¬ 
solidation,  the  proper  officers  of  the  reorganized  corporation  shall  execute 
and  deliver  them  without  any  further  action  on  the  part  of  the  directors  or 
stockholders  of  the  reorganized  corporation. 


ARTICLE  XVI. 

The  reorganized  corporation  shall  pay  all  legal  and  other  expenses 
incurred  by  any  of  the  corporations,  parties  hereto,  or  by  any  of  their 
duly  authorized  officers,  directors  or  committees  incidental  to  the  efforts 
to  reorganize  the  Boston  &  Maine  Railroad  SjTstem  from  the  inception  thereof 
so  far  as  they  may  be  approved  by  the  Director  General  of  Railroads.  Such 
expenses  shall  be  paid  only  after  they  have  been  approved  by  the  District 
Court  of  the  United  States  for  the  District  of  Massachusetts  where  receiver¬ 
ship  proceedings  against  the  Boston  &  Maine  Railroad  are  pending,  or  if  the 
receivership  proceedings  shall  have  been  terminated  before  the  reorganiza¬ 
tion  is  completed,  then  only  after  such  expenses  have  been  certified  to  be 
just  and  reasonable  by  the  New  Hampshire  Public  Service  Commission  in 
accordance  with  Section  8  of  Chapter  367  of  the  Xew  Hampshire  Acts  for 
1917. 


ARTICLE  XVII. 

Upon  consolidation  the  deficit  of  the  Boston  &  Maine  Railroad  as  the 
same  shall  be  as  of  June  30,  1915,  shall  as  of  that  date  be  charged  and  set  off 
as  against  the  premiums  realized  on  common  stock  of  said  railroad  sold  since 
July  9,  1S94,  amounting  as  of  June  30,  1914,  to  the  sum  of  $6,501,620.14,  and 
said  premium  account  shall  for  the  purpose  of  determining  reasonable  rates 
and  fares  which  said  reorganized  corporation  may  thereafter  charge,  and  for 
the  purpose  of  determining  the  amount  of  bonds  and  other  evidences  of  in¬ 
debtedness  which  such  reorganized  corporation  may  lawfully  issue,  and  for 
all  other  purposes  to  the  amount  of  such  deficit  be  deemed  to  be  cancelled  and 
absorbed  by  such  deficit. 


18 


ARTICLE  XVIII. 

The  reorganized  corporation  shall  by  the  fact  of  consolidation  be  deemed 
to  have  accepted  the  condition  imposed  by  Section  12  of  Chapter  367  of  the 
New  Hampshire  Acts  for  1917  with  reference  to  the  exercise  of  the  rights, 
privileges  and  franchise  granted  by  said  Act. 


ARTICLE  XIX. 

This  Agreement  is  subject  to  the  necessary  consent  of  the  stockholders  of 
the  several  corporations  which  are  parties  hereto,  and  is  likewise  subject  to 
such  approval  by  public  authorities  as  may  be  required  by  the  laws  of  the 
States  of  Massachusetts,  Maine,  New  Hampshire  and  New  York. 

After  such  approval  has  been  obtained  and  the  receivership  proceedings 
in  the  case  of  the  Boston  &  Maine  Railroad  and  the  Connecticut  River  Rail¬ 
road  Company  have  been  discharged  and  terminated,  the  consolidation  herein 
provided  for  shall  become  effective,  upon  the  filing  of  this  Agreement,  or  a 
certified  copy  thereof,  in  the  office  of  the  Secretary  of  State  of  New  York  and 
in  the  office  of  the  Clerk  of  the  County  of  Rensselaer  in  the  State  of  New  York. 

In  Witness  Whereof  each  of  said  corporations  has  caused  these  presents 
to  be  signed  by  its  President  or  Vice-President  and  its  corporate  seal  to  be 
hereto  affixed  by  authority  of  its  Board  of  Directors  and  the  Directors  of  each 
of  said  corporations  have  hereunto  set  their  'hands  the  day  and  year  first 
above  written. 


19 


BOSTON  &  MAINE  RAILROAD, 

by  WOODWARD  HUDSON,  President.  [Corporate  Seal] 
Attest.  ARTHUR  B.  NICHOLS,  Clerk. 
As  Directors  of  the  Boston  &  Maine  Railroad : 

Woodward  Hudson 
Samuel  Carr 
James  M.  Prendergast 
Frederic  C.  Dumaine 
Frank  P.  Carpenter 
Henry  B.  Day 
Charles  P.  Hall 
James  L.  Doherty 
J.  Duncan  Upham 
Norman  L.  Bassett 
Charles  W.  Bosworth 
Charles  Sumner  Cook 


FITCHBURG  RAILROAD  COMPANY, 

by  MOSES  WILLIAMS,  President.  [Corporate  Seal] 
Attest.  GEORGE  O.  FOSTER,  Clerk. 
As  Directors  of  the  Fitchburg  Railroad  Company: 

Moses  Williams 
Gordon  Abbott 
Charles  E.  Ware 
Frederick  C.  Abercrombie 
Francis  R.  Bangs 
George  O.  Foster 
Joseph  W.  Stevens 
Moses  Williams,  Jr. 

Francis  H.  Dewey 
Robert  F.  Herrick 
George  R.  Wallace 
Alvah  Crocker 
Charles  T.  Crocker 


20 


BOSTON  &  LOWELL  KAILKOAD  CORPORATION, 

by  FRANCIS  L.  HIGGINSON,  President.  [Corporate  Seal] 
Attest.  GEORGE  F.  NOWELL,  Clerk. 

As  Directors  of  the  Boston  &  Lowell  Railroad  Corporation : 

Francis  L.  Higginson 
Charles  E.  Cotting 
Charles  F.  Adams 
Arthur  Lyman 
William  C.  Endicott 
Henry  B.  Cabot 
Philip  Dexter 


CONNECTICUT  RIVER  RAILROAD  COMPANY, 

by  RICHARD  BILLINGS,  President.  [Corporate  Seal] 
Attest.  GEORGE  R.  YERRALL,  Clerk. 

As  Directors  of  the  Connecticut  River  Railroad  Company : 

Richard  Billings 
Francis  R.  Hart 
William  H.  McClintock 
Henry  P.  Binney 
John  H.  Williams 
Philip  H.  Faulkner 
Joseph  W.  Stevens 
A.  Willard  Damon 
William  W.  McClench 
William  H.  Brooks 


21 


THE  CONCORD  &  MONTREAL  RAILROAD, 

by  BENJAMIN  A.  IvIMBALL,  President.  [Corporate  Seal] 
Attest.  BENJAMIN  W.  COUCH,  Clerk. 

A*  Directors  of  tlie  Concord  &  Montreal  Railroad : 

Benjamin  A.  Kimball 
Walter  M.  Parker 
George  M.  Kimball 
Arthur  II.  Hale 
Benjamin  C.  White 
William  II.  Moses 
E.  R.  Brown 
Arthur  M.  Heard 


LOWELL  &  ANDOVER  RAILROAD  COMPANY, 

by  FREDERICK  F.  AYER,  President.  [Corporate  Seal] 

Attest.  THEO.  A.  WICK,  Clerk. 

As  Directors  of  the  Lowell  &  Andover  Railroad  Company : 

Frederick  F.  Ayer 
Alfred  L.  Rifley 
Frederick  A.  Flatiier 
Charles  F.  Young 


22 


MANCHESTER  &  LAWRENCE  RAILROAD, 

by  CALVIN  PAGE,  President.  [Corporate  Seal] 

Attest.  EDWARD  M.  BROOKS,  Clerk. 

Lawrence 

As  Directors  of  the  Manchester  &  Lowell  Railroad : 

Calvin  Page 
Arthur  M.  Heard 
George  A.  Fairbanks 
Edward  M.  Brooks 
Sherburn  M.  Merrill 
George  E.  Smith 


KENNEBUNK  &  KENNEBUNKPORT  RAILROAD, 

by  FRANK  M.  ROSS,  President.  [Corporate  Seal| 

Attest.  GEORGE  W.  BOURNE,  Clerk. 

As  Directors  of  the  Kennebunk  &  Kennebunkport  Railroad : 

Frank  M.  Ross 
George  W.  Bourne 
Asa  A.  Richardson 
Sumner  C.  Parcher 
Almon  J.  Smith 
Walter  L.  Dane 


Note:  Proper  acknowledgments  of  all  signatures  are  attached  to  the  signed  orig¬ 
inals  of  this  agreement,  but  have  not  been  printed  in  these  copies. 


PLAN  FOR  THE  REORGANIZATION  OF  THE 
BOSTON  k  MAINE  RAILROAD  SYSTEM 


First:  It  is  proposed  that  the  Boston  &  Maine  Railroad  shall,  subject 
to  the  terms  herein  contained,  acquire  by  purchase  or  consolidation,  or 
otherwise,  all  of  the  property  and  franchises  of  the  following  lines,  namely, 
— the  lines  of  the  Fitchburg  Railroad  Company,  the  Boston  &  Lowell  Rail¬ 
road  Corporation,  the  Connecticut  River  Railroad  Company,  The  Concord  & 
Montreal  Railroad,  the  Lowell  &  Andover  Railroad  Company,  the  Man¬ 
chester  &  Lawrence  Railroad  and  the  Kennebunk  &  Kennebunkport  Railroad, 
hereinafter  called  the  “subsidiary  companies.” 

Suitable  provision  may  be  made  for  the  preservation  and  continuance 
of  the  corporate  existence  of  any  or  all  of  the  subsidiary  companies  so  long 
as  for  any  purpose  it  may  be  deemed  necessary  or  desirable. 

Second:  The  Boston  &  Maine  Railroad  will  authorize  the  issue  of  not 
exceeding  $50,817,900  par  value  of  first  preferred  stock  of  the  character  here¬ 
inafter  described  in  the  fifteenth  section  hereof,  which  stock  shall  be  issued 
for  the  following  purposes : 

$38,817,900  thereof  in  connection  with  the  acquisition  of  the  property  and 
franchises  of  the  subsidiary  companies,  as  provided  in  the  third,  fourth,  fifth, 
sixth,  seventh,  eighth  and  ninth  sections  hereof:  such  preferred  stock  to  be 
entitled  to  cumulative  dividends  at  the  rates  specified  in  such  sections ;  and 

$12,000,000  thereof  to  be  used  solely  for  the  retirement  and  payment  of 
$12,000,000  of  5  per  cent,  bonds  to  be  issued  to  the  Director  General  of  Rail¬ 
roads  (hereinafter  called  the  Director  General),  for  money  which  may  be  ad¬ 
vanced  to  pay  unfunded  indebtedness  as  provided  in  the  twelfth  section  hereof, 
or  6  per  cent,  bonds  which  may  be  issued  to  refund  the  same ;  such  stock  to  be 
entitled  to  cumulative  dividends  at  the  rate  of  6  per  cent,  per  annum  and 
actually  issued  only  upon  authorization  by  the  holders  of  a  majority  in  interest 
of  the  common  stock  of  the  Company  at  a  meeting  called  for  that  purpose. 


2 


It  will,  also,  in  consideration  of  the  financial  assistance  to  be  fur¬ 
nished  by  the  Director  General  and  the  temporary  reduction  of  divi¬ 
dends  on  the  stock  to  be  issued  to  the  subsidiary  companies,  limit  dividends, 
on  its  present  preferred  and  common  stock,  in  the  manner  hereinafter 
provided. 

Third:  If  the  Fitchburg  Railroad  Company  assents  to  the  plan,  the 
Boston  &  Maine  Kailroad  will  acquire  all  the  franchises  and  assets  of  the 
Fitchburg  Kailroad  Company  and  will  in  consideration  thereof — 

(a)  Assume  all  the  outstanding  obligations  of  every  nature  of  the 
Fitchburg  Kailroad  Company,  including  therein  (but  not  thereby  limit¬ 
ing  the  same  to  the  matters  hereinafter  recited)  its  indebtedness  and 
other  liabilities  and  its  leases  from  the  Vermont  &  Massachusetts  Kail¬ 
road  Company  and  the  Troy  &  Bennington  Kailroad  Company. 

(h)  Issue  to  the  Fitchburg  Kailroad  Company  or  order  for  distri¬ 
bution  among  its  preferred  stockholders  $18,800,000  par  value  of  the 
first  preferred  stock  of  the  Boston  &  Maine  Railroad,  this  being  one 
share  of  such  new  first  preferred  stock  for  each  share  of  the  present 
outstanding  preferred  stock  of  the  Fitchburg  Railroad  Company.  Such 
first  preferred  stock  will  carry  dividends  for  the  first  five  (5)  years  at 
the  rate  of  4  per  cent,  per  annum  and  thereafter  at  the  rate  of  5  per 
cent,  per  annum,  the  latter  being  the  rate  at  present  payable  under  the 
lease  of  the  Fitchburg  Kailroad  Company,  and  in  all  other  respects  will 
have  the  same  preferences  and  priorities  as  the  first  preferred  stock  pro¬ 
posed  to  be  issued  to  the  subsidiary  companies  as  set  forth  in 
section  Fifteenth. 

ISTo  payments  will  be  made  to  the  common  stockholders  of  the  Fitchburg 
Railroad  Company,  as  this  stock  is  entirely  owned  either  by  the  Fitchburg 
Railroad  Company  itself  or  by  the  Boston  &  Maine  Railroad  and  will  be 
cancelled  as  soon  as  any  necessity  for  retaining  the  corporate  existence  of 
the  Fitchburg  Kailroad  Company  ceases.  All  accrued  dividends  at  the  rate 
of  5  per  cent,  per  annum  on  the  outstanding  preferred  stock  of  the  Fitch¬ 
burg  Kailroad  Company  will  be  adjusted  in  cash  up  to  the  time  when  divi¬ 
dends  commence  to  accrue  upon  the  new  first  preferred  stock  to  be  issued  to 
that  Company  as  herein  provided. 

Fourth:  If  the  Boston  &  Lowell  Railroad  Corporation  assents  to  the 
Plan,  the  Boston  &  Maine  Kailroad  will  acquire  all  the  franchises  and 
assets  of  the  Boston  &  Lowell  Kailroad  Corporation,  and  will  in  consider¬ 
ation  thereof — 

(a)  Assume  all  the  outstanding  obligations  of  every  nature  of  the 
Boston  &  Lowell  Kailroad  Corporation,  including  therein  (but  not 


3 


thereby  limiting  the  same  to  the  matters  hereinafter  recited)  its  in¬ 
debtedness  and  other  liabilities  and  its  leases  from  other  corporations, 
the  principal  leases  being  those  from  the  Nashua  &  Lowell  Railroad 
Corporation,  Stony  Brook  Railroad  Corporation,  Wilton  Railroad  Com¬ 
pany,  Peterborough  Railroad,  the  Connecticut  &  Passumpsic  Rivers 
Railroad  Company,  Massawippi  Valley  Railway  Company  and  the 
Northern  Railroad. 

(ft)  Issue  to  the  Boston  &  Lowell  Railroad  Corporation  or  order 
for  distribution  among  its  stockholders  $7,117,500  par  value  of  the 
first  preferred  stock  of  the  Boston  &  Maine  Railroad,  this  being  one 
share  of  such  new  first  preferred  stock  for  each  share  of  the  present 
outstanding  stock  of  the  Boston  &  Lowell  Railroad  Corporation,  ex¬ 
cept  the  stock  which  is  to  be  cancelled  as  provided  below.  Such  first 
preferred  stock  will  carry  dividends  for  the  first  five  (5)  years  at 
the  rate  of  G.4  per  cent,  per  annum,  and  thereafter  at  the  rate  of  8  per 
cent,  per  annum,  the  latter  being  the  rate  at  present  payable  under  the 
lease  of  the  Boston  &  Lowell  Railroad  Corporation,  and  in  all  other 
respects  will  have  the  same  preferences  and  priorities  as  the  first  pre¬ 
ferred  stock  proposed  to  be  issued  to  the  subsidiary  companies  as  set 
forth  in  section  Fifteenth. 

$5G1,900  par  value  of  the  stock  of  the  Boston  &  Lowell  Railroad  Cor¬ 
poration  is  owned  by  the  Boston  &  Maine  Railroad,  and  will  be  cancelled 
in  connection  with  this  transaction.  All  accrued  dividends  on  the  present 
stock  of  the  Boston  &  Lowell  Railroad  Corporation  at  the  rate  of  8  per  cent, 
per  annum  will  be  adjusted  in  cash  up  to  the  date  when  dividends  commence 
to  accrue  upon  the  first  preferred  stock  to  be  issued  to  that  company  as 
herein  provided. 

Fifth:  If  The  Concord  &  Montreal  Railroad  assents  to  the  plan,  the 
Boston  &  Maine  Railroad  will  acquire  all  the  franchises  and  assets  of  The 
Concord  &  Montreal  Railroad  and  will  in  consideration  thereof — 

(a)  Assume  all  the  outstanding  obligations  of  every  nature  of  the 
Concord  &  Montreal  Railroad,  including  therein  (but  not  thereby  limit¬ 
ing  the  same  to  the  matters  hereinafter  recited)  its  indebtedness  and 
other  liabilities  and  its  leases  from  the  Nashua  &  Acton  Railroad, 
Suncook  Valley  Railroad,  New  Boston  Railroad  Company,  Franklin  & 
Tilton  Railroad  and  Pemigewasset  Valley  Railroad,  and  including  also 
the  performance  of  the  obligations  of  the  Concord  Railroad  Corpora¬ 
tion  contained  in  the  indenture  between  that  corporation  and  the  Con¬ 
cord  &  Portsmouth  Railroad  dated  May  26,  18G2. 

(Z>)  Issue  to  The  Concord  &  Montreal  Railroad  or  order  for  distri¬ 
bution  among  its  stockholders  $7,917,100  par  value  of  the  first  preferred 


4 


stock  of  the  Boston  &  Maine  Railroad,  this  being  one  share  of  such 
new  first  preferred  stock  for  each  share  of  the  present  outstanding 
stock  of  The  Concord  &  Montreal  Railroad,  except  the  stock  to  be  can¬ 
celled  as  provided  below.  Such  first  preferred  stock  will  carry  divi¬ 
dends  for  the  first  five  (5)  years  at  the  rate  of  5.6  per  cent,  per  annum, 
and  thereafter  at  the  rate  of  7  per  cent,  per  annum,  the  latter  being  the 
rate  at  present  payable  under  the  lease  of  The  Concord  &  Montreal 
Railroad,  and  in  all  other  respects  will  have  the  same  preferences  and 
priorities  as  the  first  preferred  stock  proposed  to  be  issued  to  the  subsid¬ 
iary  companies  as  set  forth  in  section  Fifteenth. 

$333,500  par  value  of  the  stock  of  The  Concord  &  Montreal  Railroad  is 
owned  by  the  Boston  &  Maine  Railroad  and  $7,000  par  value  is  owned  by 
the  Manchester  &  Lawrence  Railroad,  and  this  stock  will  be  cancelled  in 
connection  with  the  transaction.  All  accrued  dividends  on  the  present  out¬ 
standing  stock  at  the  rate  of  7  per  cent,  per  annum  will  be  adjusted  in  cash 
up  to  the  date  when  dividends  commence  to  accrue  upon  the  new  first  pre¬ 
ferred  stock  to  be  issued  to  that  Company  as  herein  provided. 

Sixth:  If  the  Connecticut  River  Railroad  Company  assents  to  the  Plan, 
the  Boston  &  Maine  Railroad  will  acquire  all  the  franchises  and  assets  of 
the  Connecticut  River  Railroad  Company  and  will  in  consideration  thereof — 

(a)  Assume  all  the  outstanding  obligations  of  every  nature  of  the 
Connecticut  River  Railroad  Company,  including  therein  (but  not 
thereby  limiting  the  same  to  the  matters  hereinafter  recited)  its  in¬ 
debtedness  and  other  liabilities  and  its  contracts  with  the  Vermont 
Valley  Railroad  for  the  operation  of  that  road  and  the  Sullivan 
County  Railroad. 

(Z>)  Issue  to  the  Connecticut  River  Railroad  Company  or  order 
for  distribution  among  its  stockholders  $3,233,300  par  value  of  the 
first  preferred  stock  of  the  Boston  &  Maine  Railroad,  this  being  one 
share  of  such  new  first  preferred  stock  for  each  share  of  the 
present  outstanding  stock  of  the  Connecticut  River  Railroad  Com¬ 
pany.  Such  first  preferred  stock  will  carry  dividends  for  the 
first  five  (5)  years  at  the  rate  of  8  per  cent,  per  annum  and 
thereafter  at  the  rate  of  10  per  cent,  per  annum,  the  latter  being 
the  rate  at  present  payable  under  the  lease  of  the  Connecticut  River 
Railroad  Company,  and  in  all  other  respects  will  have  the  same 
preferences  and  priorities  as  the  first  preferred  stock  proposed  to  be 
issued  to  the  subsidiary  companies  as  set  forth  in  section  Fifteenth. 
All  accrued  dividends  on  the  present  outstanding  stock  of  the  Con¬ 
necticut  River  Railroad  Company  will  be  adjusted  in  cash  at  the 
rate  of  10  per  cent,  per  annum  up  to  the  date  when  dividends  com- 


5 


mence  to  accrue  upon  the  new  first  preferred  stock  to  be  issued  to  that 
Company  as  herein  provided. 

Seventh:  If  the  Lowell  &  Andover  Bailroad  Company  assents  to  the 
Plan,  the  Boston  &  Maine  Bailroad  will  acquire  all  the  franchises  and 
assets  of  the  Lowell  &  Andover  Bailroad  Company,  and  will  in  consider¬ 
ation  thereof — 

(a)  Assume  all  the  outstanding  obligations  of  every  nature  of  the 
Lowell  &  Andover  Bailroad  Company. 

(5)  Issue  to  the  Lowell  &  Andover  Bailroad  Company  or  order 
$625,000  par  value  of  first  preferred  stock  of  the  Boston  &  Maine 
Bailroad,  this  being  one  share  of  such  new  first  preferred  stock  for 
each  share  of  the  present  outstanding  stock  of  the  Lowell  &  Andover 
Bailroad  Company.  $531,300  of  such  first  preferred  stock  shall  carry 
dividends  for  the  first  five  (5)  years  at  the  rate  of  6.4  per  cent,  per 
annum  and  thereafter  at  the  rate  of  8  per  cent,  per  annum,  and 
$93,700  par  value  of  such  first  preferred  stock  shall  carry  dividends 
for  the  first  five  (5)  years  at  the  rate  of  8  per  cent,  per  annum  and 
thereafter  at  the  rate  of  10  per  cent,  per  annum,  the  latter  rates  of 
dividends  called  for  by  such  stock  being  equivalent  to  the  present 
rental  applicable  for  dividends  to  the  stockholders  of  the  Lowell  & 
Andover  Bailroad  Company.  Such  first  preferred  stock  shall  in  all 
other  respects  have  the  same  preferences  and  priorities  as  the  first 
preferred  stock  proposed  to  be  issued  to  the  subsidiary  companies, 
as  set  forth  in  section  Fifteenth.  All  accrued  dividends  on  the  present 
outstanding  stock  of  the  Lowell  &  Andover  Bailroad  Company  will  be 
adjusted  in  cash  at  the  present  existing  rate  up  to  the  time  when  divi¬ 
dends  commence  to  accrue  upon  the  new  first  preferred  stock  to  be  is¬ 
sued  to  that  company  as  herein  provided. 

Eighth:  If  the  Manchester  &  Lawrence  Bailroad  assents  to  the  Plan, 
the  Boston  &  Maine  Bailroad  will  acquire  all  the  franchises  and  assets 
of  the  Manchester  &  Lawrence  Bailroad,  and  will  in  consideration  thereof — 

(a)  Assume  all  the  outstanding  obligations  of  every  nature  of  the 
Manchester  &  Lawrence  Bailroad. 

(6)  Issue  to  the  Manchester  &  Lawrence  Bailroad  or  order  for 
distribution  among  its  stockholders  $1,000,000  par  value  of  the  first 
preferred  stock  of  the  Boston  &  Maine  Bailroad,  this  being  one  share 
of  such  new  first  preferred  stock  for  each  share  of  the  present  out¬ 
standing  stock  of  the  Manchester  &  Lawrence  Bailroad.  Such  preferred 
stock  will  carry  dividends  for  the  first  five  (5)  years  at  the  rate  of 
8  per  cent,  per  annum,  and  thereafter  at  the  rate  of  10  per  cent,  per 


6 


annum,  the  latter  being  the  rate  at  present  payable  under  the  lease 
of  the  Manchester  &  Lawrence  Railroad,  and  in  all  other  respects 
will  have  the  same  preferences  and  priorities  as  the  first  preferred 
stock  proposed  to  be  issued  to  the  subsidiary  companies  as  set  forth 
in  section  Fifteenth.  All  accrued  dividends  on  the  present  outstand¬ 
ing  stock  of  the  Manchester  &  Lawrence  Railroad  will  be  adjusted  in 
cash  at  the  rate  of  10  per  cent,  per  annum  up  to  the  time  when  dividends 
commence  to  accrue  upon  the  new  first  preferred  stock  to  be  issued  to 
that  company  as  herein  provided. 

Ninth:  If  the  Kennebunk  &  Kennebunkport  Railroad  assents  to  the  Plan, 
the  Boston  &  Maine  Railroad  will  acquire  all  the  franchises  and  assets 
of  the  Kennebunk  &  Kennebunkport  Railroad  and  will  in  consideration 
thereof — 

(a)  Assume  all  the  outstanding  obligations  of  every  nature  of 
the  Kennebunk  &  Kennebunkport  Railroad. 

(?>)  Issue  to  the  Kennebunk  &  Kennebunkport  Railroad  or  order 
for  distribution  among  its  stockholders  $65,000  par  value  of  the  first 
preferred  stock  of  the  Boston  &  Maine  Railroad,  this  being  one  share 
of  such  new  first  preferred  stock  for  each  share  of  the  present  out¬ 
standing  stock  of  the  Kennebunk  &  Kennebunkport  Railroad.  Such 
preferred  stock  will  carry  dividends  for  the  first  five  (5)  years  at 
the  rate  of  3.6  per  cent,  per  annum,  and  thereafter  at  the  rate 
of  414  per  cent,  per  annum,  the  latter  being  the  rate  at  pres¬ 
ent  payable  under  the  lease  of  the  Kennebunk  &  Kennebunkport 
Railroad,  and  in  all  other  respects  will  have  the  same  preferences 
and  priorities  as  the  first  preferred  stock  proposed  to  be  issued  to 
the  subsidiary  companies  as  set  forth  in  section  Fifteenth.  If  the  said 
Kennebunk  &  Kennebunkport  Railroad  prefers,  there  may  be  issued  to  it 
$58,500  par  value  of  such  first  preferred  stock  bearing  dividends  for  the 
first  five  3rears  at  the  rate  of  4  per  cent,  and  thereafter  at  the  rate  of  5 
per  cent,  per  annum,  instead  of  the  stock  above  specified.  All  accrued 
dividends  on  the  present  outstanding  stock  of  the  Kennebunk  &  Kenne¬ 
bunkport  Railroad  will  be  adjusted  in  cash  at  the  rate  of  4^  per  cent, 
per  annum  up  to  the  time  when  dividends  commence  to  accrue  upon  the 
new  first  preferred  stock  to  be  issued  to  that  company  as  herein  provided. 

Tenth:  Effective  provision  will  be  made  by  which  the  present  pre¬ 
ferred  stock  of  the  Boston  &  Maine  Railroad  will  be  entitled  to  non- 
cumulative  dividends,  payable  semi-annually  which  will  be  at  the  rate  of 
4  per  cent,  per  annum  during  the  first  five  (5)  years,  except  as  provided  in 
section  thirteenth,  and  thereafter  at  the  rate  of  6  per  cent,  per  annum.  It  is 
understood  that  any  accumulated  surplus,  undivided  profits  or  other  income 
available  for  the  payment  of  dividends  upon  the  first  preferred  stock  shall, 


7 


after  the  payment  or  setting  aside  of  an  amount  equal  to  all  accrued  divi¬ 
dends  thereon,  be  available  for  the  payment  of  dividends  upon  the  preferred 
stock,  and  the  same  shall  be  so  applied  up  to  4  or  G  per  cent,  per  annum,  as  the 
case  may  be,  without  reference  to  whether  any  dividends  are  paid  in  that 
year  upon  the  common  stock.  This  understanding  shall  be  expressed  on  all 
new  certificates  issued  from  time  to  time  for  said  preferred  stock  in  place  of 
the  certificates  now  outstanding. 

The  temporary  reduction  in  the  rate  of  dividends  on  the  preferred 
stock  from  6  per  cent,  to  4  per  cent,  is  in  consideration  of  and  for  the  pur¬ 
pose  of  securing  the  advances  to  be  made  by  the  Director  General  to 
pay  the  unfunded  debt  of  the  Boston  &  Maine  Bailroad  and  its  subsidiaries. 

Eleventh:  In  order  to  secure  the  discharge  of  the  temporary  receiver 
now  acting  with  respect  to  the  Boston  &  Maine  Railroad  and  certain  of  its 
subsidiaries,  and  to  permit  the  Boston  &  Maine  Railroad  to  acquire  the 
property  and  franchises  of  the  subsidiary  companies,  it  is  necessary  to  pro¬ 
vide  cash  as  follows : 

(a)  $19,879,060  to  pay  the  principal  of  the  overdue  unfunded  indebt¬ 
edness  of  the  Boston  &  Maine  Railroad  and  its  subsidiaries  and  certain 
other  indebtedness  which  will  presently  become  due ;  the  details  with  re¬ 
spect  to  such  indebtedness  being  set  forth  in  section  Twelfth; 

(b)  an  amount  sufficient  to  pay  whatever  sums  may  be  required  to 
be  paid  to  non-assenting  stockholders  of  subsidiary  companies  who  may 
bring  proceedings  to  have  the  value  of  their  stock  paid  in  cash  in  accord¬ 
ance  with  the  legislation  authorizing  the  carrying  out  of  the  Plan  ; 

(c)  an  amount  sufficient  to  pay  the  accrued  and  unpaid  interest  on 
the  indebtedness  of  the  Boston  &  Maine  Railroad  and  its  subsidiary  com¬ 
panies  ;  and 

(d)  an  amount  sufficient  to  pay  all  legal  and  other  expenses  incurred 
by  the  Boston  &  Maine  Railroad,  or  by  any  subsidiary  company,  or  by  any 
of  their  duly  authorized  officers,  directors  or  committees,  incidental  to 
the  efforts  to  reorganize  the  Boston  &  Maine  Railroad  System. 

Items  (c)  and  (d)  shall  be  paid  by  the  Boston  &  Maine  Railroad  out  of 
its  cash  on  hand. 

Items  (a)  and  (b)  will  be  paid  out  of  sums  provided  in  accordance  with 
section  Twelfth. 

Tioelfth:  It  is  understood  that  the  Director  General  will  advance  to 
the  reorganized  Boston  &  Maine  Railroad  the  amount  required  to  pay  the  prin¬ 
cipal  of  certain  indebtedness  amounting  to  $19,879,000,  as  stated  in  the  pre¬ 
ceding  section.  Of  this  amount  $17,606,060  is  to  be  advanced  to  provide  for 


8 


the  payment  of  the  following  unfunded  indebtedness,  namely:  $13,306,060  of 
the  Boston  &  Maine  Railroad,  $2,000,000  of  the  Connecticut  River  Railroad 
Company,  and  $2,300,000  of  the  Vermont  Valley  Railroad,  the  payment  of  which 
has  been  guaranteed,  principal  and  interest,  by  the  Connecticut  River  Rail¬ 
road  Company,  and  for  which  the  Boston  &  Maine  Railroad  is  also  liable  as 
endorser. 

For  this  $17,606,060  the  Boston  &  Maine  Railroad  will  issue  to  the 
Director  General  an  equal  amount  at  par  of  its  five  per  cent,  bonds,  due  July 
1,  1920,  to  be  secured  by  a  mortgage  as  hereinafter  provided.  Contempo¬ 
raneously  with  the  issuance  of  said  bonds  the  Director  General  will  agree  that 
on  or  about  the  maturity  date  thereof  he  will,  if  requested  by  the  Boston 
&  Maine  Railroad,  purchase  from  it  its  six  per  cent,  ten  year  mortgage  bonds 
for  the  $17,606,060  at  OS1/^,  subject  to  interest  adjustment  to  date;  said  bonds 
to  be  secured  by  the  mortgage  hereinafter  provided  for  and  to  mature  at  the 
same  time  as  the  six  per  cent,  bonds  next  herein  referred  to. 

The  balance  of  said  $19,879,060  will  be  advanced  to  pay  off  $1,859,000  of 
Fitchburg  notes,  $200,000  of  Boston  &  Lowell  notes,  and  $214,000  of  Boston 
&  Lowell  bonds  maturing  on  October  1,  1918,  or  any  obligations  that  may  be 
issued  in  place  of  them. 

For  the  aggregate  of  these  latter  amounts,  viz.,  $2,273,000,  the  reorganized 
Boston  &  Maine  Railroad  will  issue  to  the  Director  General  its  ten  year 
six  per  cent,  bonds  to  be  secured  by  mortgage  as  hereinafter  provided. 

The  reorganized  Boston  &  Maine  Railroad  will  also  issue  to  the  Director 
General  its  ten  year  six  per  cent,  bonds  for  such  amounts  as  he  has  advanced 
or  may  hereafter  advance  to  the  company  to  pay  for  additions,  betterments, 
extensions  or  equipment. 

In  case  the  Hampden  Railroad  Corporation  during  Federal  Control  of  the 
Boston  &  Maine  System  by  reason  of  the  Federal  Control  Act  passed  March 
21,  1918,  shall  finally  recover  a  judgment  against  the  Boston  &  Maine  Rail¬ 
road,  in  court  of  last  resort,  the  Director  General  will  advance  to  the  Boston  & 
Maine  Railroad  an  amount  of  cash  sufficient  to  enable  it  to  satisfy  such  judg¬ 
ment,  and  for  any  sums  so  advanced  the  Boston  &  Maine  Railroad  Company 
shall  issue  to  the  Director  General  its  ten  year  six  per  cent,  bonds. 

All  of  the  foregoing  bonds  will  be  secured  by  a  mortgage  upon  all  the 
property  and  franchises  of  the  reorganized  corporation,  whether  then  owned 
or  thereafter  acquired,  with  the  exception  of  cash  and  accounts  receivable, 
and  any  other  assets  which  for  convenience  in  handling  may  with  the  con¬ 
sent  of  the  Director  General  be  omitted,  which  mortgage  shall  also 
secure  all  outstanding  bonds,  notes  and  other  evidences  of  indebted¬ 
ness  for  which  the  reorganized  corporation  is  liable  as  required  by  the  Stat- 


9 


utes  of  Massachusetts,  and  shall  be  drawn  so  as  to  equally  secure  such  fu¬ 
ture  issues  of  bonds  as  may  be  required  for  refunding  purposes  or  as  may 
be  required  to  pay  in  whole  or  in  part  for  additions,  betterments,  extensions 
or  equipment  or  may  be  issued  for  any  lawful  corporate  purpose.  Such  pro¬ 
visions  limiting  the  issue  of  additional  bonds  shall  be  inserted  in  the  mort¬ 
gage  as  will  reasonably  insure  safety,  consequent  good  credit  and  reasonable 
flexibility  for  financing.  The  form  and  provisions  of  said  mortgage  shall  be 
subject  to  the  approval  of  the  Director  General. 

The  mortgage  will  be  a  first  mortgage  on  all  the  above  property  and 
franchises,  subject  only,  however,  to  the  following  mortgages  upon  certain 
portions  of  the  system: 


Mortgage  of  Portsmouth,  Great  Falls  &  Conway  R.R.,  due  June  1, 

1937 . $1,000,000 

Mortgage  of  Worcester,  Nashua  &  Rochester  R.R.,  due  January  1, 

1930 .  735,000 

Mortgage  of  Worcester,  Nashua  &  Rochester  R.R.,  due  October  1, 

1934  .  380,000 

Mortgage  of  Worcester,  Nashua  &  Rochester  R.R.,  due  January  1, 

1935  .  150,000 

Mortgage  of  The  Concord  &  Montreal  R.R.,  due  June  1, 1920 .  5,500,000 

Mortgage  of  Troy  &  Boston  R.R.,  due  July  1,  1924 .  573,000 


It  is  anticipated  that  these  bonds  will  be  refunded  by  10  year  bonds  issued 
under  the  proposed  mortgage,  and  upon  such  refunding  the  proposed  mortgage 
will  become  a  first  mortgage  upon  these  properties. 

The  mortgage  may  also  be  subject  to  the  lien  of  the  attachment  in  the 
suit  brought  by  the  Hampden  Railroad  Company,  so  far  as  a  portion  of  the 
property  of  the  present  Boston  &  Maine  Railroad  is  concerned. 

As  additional  security  for  the  payment  of  the  $17,606,060  of  five  per  cent, 
bonds  to  be  issued  to  the  Director  General  as  hereinbefore  provided,  and 
for  the  payment  of  the  six  per  cent,  bonds  which  may  be  issued  to  refund  the 
same,  the  reorganized  Boston  &  Maine  Railroad  shall  provide  in  legally  effec¬ 
tive  fashion  that  all  of  its  net  income  legally  applicable  to  the  payment  of  divi¬ 
dends  on  its  common  stock,  including  all  sums  made  available  from  the  re¬ 
duction  of  its  dividends  on  the  preferred  stocks  for  five  years  as  above  provided, 
shall  for  a  period  of  five  years,  except  as  hereinafter  provided,  be  paid  over  to  a 
Trustee  to  be  selected  by  the  Director  General  to  be  held  by  said  Trustee  as 
additional  security  for  the  payment  of  said  bonds. 


10 


The  funds  in  the  possession  of  the  Trustee  shall  be  invested  by  said  Trus¬ 
tee  from  time  to  time  in  the  purchase  at  par  and'accrued  interest  of  five  per 
cent,  bonds  to  be  issued  to  the  Director  General  for  advances  made  by  him,  or 
six  per  cent,  bonds  issued  to  refund  the  same,  and,  unless  there  shall  have  been 
made  available  sufficient  funds  for  the  payment  of  such  bonds  the  proceeds  of 
issue  of  $12,000,000  preferred  stock  as  below  provided,  shall  at  the  expiration 
of  said  five-year  period  be  applied  in  such  manner  as  may  be  agreed  upon  to  the 
payment  pro  tanto  of  said  $17,G0G,0G0  of  bonds;  and  adequate  provision  shall 
be  inserted  in  said  bonds  so  that  they  may  be  called  pro  tanto  for  payment 
either  at  the  expiration  of  said  five-year  period  or  upon  the  payment  over  as 
next  hereinafter  provided  to  the  Trustee  of  $12,000,000  in  cash. 

Effective  provision  shall,  however,  be  made  by  which  the  corporation  may 
at  any  time  before  the  expiration  of  the  five-year  period  provide  the  sum  of 
$12,000,000  in  cash  by  the  issue  of  six  per  cent,  first  preferred  stock  at  not  less 
than  par,  the  proceeds  of  such  issue  to  be  paid  over  to  the  Trustee  and  used  for 
the  payment  pro  tanto  of  said  $17, GOG, 060  of  bonds,  and  upon  such  payment 
the  Trustee  shall  hold  the  amount  paid  over  to  it  under  the  provisions 
of  the  preceding  paragraph  subject  to  the  disposition  of  the  corporation  for 
any  legal  corporate  purpose. 

When  the  advances  made  by  the  Director  General  shall  have  been  repaid 
in  this  manner,  and  to  this  extent,  the  present  preferred  stock  of  the  Boston  & 
Maine  Kailroacl  shall  thereafter  be  entitled,  out  of  any  funds  applicable  thereto 
as  provided  in  the  tenth  section,  to  dividends  at  the  rate  of  6  per  cent,  per 
annum,  and  all  other  net  income  shall  thereafter,  except  as  next  herein  pro¬ 
vided,  be  available  for  the  payment  of  dividends  upon  the  common  stock  of  the 
Boston  &  Maine  Railroad,  or  for  other  corporate  purposes. 

Out  of  any  funds  then  remaining  in  the  hands  of  the  Trustee  there  shall 
first  be  deducted  a  sum  equal  to  all  contributions  to  the  trust  fund  accruing 
from  the  reduction  from  the  full  dividends  on  the  first  preferred  and  preferred 
stocks,  which  sum  shall  be  invested  by  the  Boston  &  Maine  Railroad  in  pay¬ 
ing  for  additions  and  improvements  to  its  property  without  a  correspond¬ 
ing  increase  in  capitalization  or  to  the  diminution  of  its  debt  with  proper 
charges  to  profit  and  loss,  to  the  end  that  no  part  of  such  sum  shall  directly 
or  indirectly  be  used  for  the  pa3unent  of  dividends  on  its  preferred  or  com¬ 
mon  stock;  and  likewise  thereafter,  during  any  remainder  of  the  said  five- 
year  period,  in  ascertaining  the  balance  of  income  available  for  dividends  on 
its  common  and  present  preferred  stocks  there  shall  be  deducted  each  year 
an  amount  equal  to  20  per  cent,  of  the  aggregate  dividends  which  would  have 
been  payable  on  the  first  preferred  stock  issued  to  the  subsidiary  companies 
if  the  full  rate  of  dividend  had  been  paid,  which  sum  shall  be  used  solely  for 


11 


the  purpose  of  paying  for  additions  and  improvements  or  for  diminution  of 
debt  in  the  manner  above  specified. 

Thirteenth:  In  case  any  non-assenting  stockholders  of  any  of  the  subsid¬ 
iary  companies  elect  to  have  their  stock  valued  and  to  recover  from  the  Bos¬ 
ton  &  Maine  Railroad  the  cash  value  thereof,  it  is  understood  that  the  Director 
General  will,  if  requested,  advance  to  the  reorganized  Boston  &  Maine  Rail¬ 
road  an  amount  equal  to  whatever  said  company  may  be  compelled  to  pay 
such  dissenting  stockholders,  and  the  reorganized  Boston  &  Maine  Railroad 
will  in  such  case  deliver  to  the  Director  General  as  collateral  security  for  such 
advances  the  number  of  shares  of  stock  to  which  such  non-assenting  stock¬ 
holders  would  otherwise  have  been  entitled  under  this  plan.  Such  stock  shall 
at  the  expiration  of  one  year,  or  earlier  at  the  request  of  the  reorganized 
Boston  &  Maine  Railroad,  be  sold  by  the  Director  General  for  the  account 
of  the  reorganized  Boston  &  Maine  Railroad,  and,  in  case  the  net  proceeds  of 
said  sale  are  less  than  the  amount  advanced  by  him,  the  reorganized  Boston 
&  Maine  Railroad  will  issue  to  the  Director  General  its  ten-year  six  per  cent, 
mortgage  bonds  of  the  character  hereinbefore  described  for  the  amount  of 
such  deficit,  or  at  its  option  will  pay  the  amount  of  such  deficit  in  cash,  and 
in  the  meantime  will  pay  interest  on  the  amount  so  advanced  at  the  rate  of  six 
per  cent,  per  annum.  All  dividends  paid  upon  the  stock  so  delivered  to  the 
Director  General  prior  to  the  sale  thereof  shall  be  received  by  the  Boston  & 
Maine  Railroad. 

Fourteenth:  The  issued  capitalization  of  the  reorganized  Boston  &  Maine 
Railroad  after  the  discharge  of  the  temporary  receiver  and  the  acquisition  of 
the  property  and  franchises  of  the  subsidiary  companies  (not  including  any 
mortgage  bonds  issued  to  the  Director  General  for  additions,  betterments,  ex¬ 
tensions  or  equipment  prior  to  or  pending  reorganization,  and  subject  to 
slight  correction  if  the  amount  of  stock  issued  to  the  Kennebunk  &  Kenne- 
bunkport  Railroad  be  changed)  will  be  as  follows: 


12 


First  Preferred  Stock : 

To  Fitchburg  Railroad  Company . $18,860,000 

”  Boston  &  Lowell  Railroad  Corporation .  7,117,500 

”  The  Concord  &  Montreal  Railroad .  7,917,100 

”  Connecticut  River  Railroad  Company .  3,233,300 

”  Lowell  &  Andover  Railroad .  93,700 

”  Lowell  &  Andover  Railroad .  531,300 

”  Manchester  &  Lawrence  Railroad .  1,000,000 

”  Kennebunk  &  Kennebunkport  Railroad  ....  65,000 

Total  First  Preferred  Stock  to  be  issued  .  .  .  $38,817,900 
Preferred  Stock : 

Total  Preferred  Stock .  3,149,800 

Common  Stock .  39,505,100 

Total  Stock . $81,472,800 

Funded  Debt 

Boston  &  Maine  Railroad . $43,338,000 

Fitchburg  Railroad  Company .  24,080,000 

Boston  &  Lowell  Railroad  Corporation .  6,114,000 

The  Concord  &  Montreal  Railroad .  7,223,000 

Connecticut  River  Railroad  Company .  2,259,000 

Manchester  &  Lawrence  Railroad .  274,000 

For  advances  from  the  Federal  Government  to  pay 

indebtedness .  19,879,060 

Total . $103,167,060 


Fifteenth:  The  first  preferred  stock  to  be  issued  in  accordance  with  sec¬ 
tion  Second  of  this  Plan  shall  be  entitled  to  cumulative  dividends  at  the  re¬ 
spective  rates  hereinbefore  specified  and  as  regards  such  dividends  shall  have 
priority  over  any  other  stock  of  the  new  corporation.  In  case  of  liquidation 
or  other  distribution  of  assets  of  the  corporation  the  holders  of  the  first  pre¬ 
ferred  stock  shall  be  entitled  to  have  paid  to  them  their  accrued  dividends 
before  any  payment  is  made  on  account  of  the  par  value  of  any  class  of  stock. 

Said  first  preferred  stock  shall  have  the  further  preference  that  no  lease 
or  contract  for  the  entire  operation  of  any  railroad  other  than  those  at  pres¬ 
ent  operated  as  part  of  the  Boston  &  Maine  Railroad  system  or  controlled 
by  it  or  by  any  subsidiary  by  means  of  stock  ownership,  calling  for  an  annual 
payment  of  more  than  one  hundred  thousand  dollars,  shall  be  entered  into 


13 


without  a  vote  in  approval  thereof  of  two-thirds  in  interest  of  the  first  pre¬ 
ferred  stock  outstanding  at  the  time. 

No  stock,  whatever  the  rate  of  dividend  thereof,  having  preferences  or 
priorities  in  any  respect  the  same  as  or  superior  to  those  of  said  first  pre¬ 
ferred  stock  shall  thereafter  be  issued  either  under  the  provisions  of  Chapter 
380  of  the  Special  Acts  of  Massachusetts  for  the  year  1915  or  under  any  other 
existing  or  future  law  without  a  vote  approving  such  issue  of  two-thirds  in  in¬ 
terest  of  the  first  preferred  stock  outstanding  at  the  time. 

The  certificates  of  stock  shall  contain  provisions  embodying  the  rights 
and  preferences  set  forth  in  this  Plan. 

Sixteenth:  The  stockholders  of  the  various  companies  which  assent  to 
the  plan  of  reorganization  may  at  the  option  of  the  Reorganization  Mana¬ 
gers  be  requested  to  deposit  their  stock  with  the  stockholders’  committees 
representing  their  respective  companies.  The  expenses  of  the  stockholders’ 
committees  and  of  the  reorganization  managers,  hereinafter  referred  to,  will 
be  borne  by  the  reorganized  corporation,  subject  to  the  approval  of  the  Director 
General. 

Seventeenth :  The  terms  of  this  Plan  are  subject  to  the  approval  of  all 
public  bodies  whose  approval  is  required  by  law  and  to  the  extent  to  which 
such  approval  is  so  required. 

Eighteenth:  All  unpaid  legal  or  other  expenses  incurred  by  the  Boston 
&  Maine  Railroad  or  by  any  subsidiary  company  or  by  any  of  their  duly  au¬ 
thorized  officers,  directors  or  committees  incidental  to  the  efforts  to  reor¬ 
ganize  the  Boston  &  Maine  Railroad  system  from  the  inception  thereof  so  far 
as  they  may  be  approved  by  the  Director  General  shall  be  paid  by  the  Boston 
&  Maine  Railroad.  Such  expenses  shall  be  subject  to  the  approval  of  the  Dis¬ 
trict  Court  of  the  United  States  for  the  District  of  Massachusetts,  where  re¬ 
ceivership  proceedings  against  the  Boston  &  Maine  Railroad  are  pending.  If  the 
receivership  proceedings  shall  be  terminated  before  the  reorganization  is  ef¬ 
fected,  then  the  legal  and  other  expenses  provided  for  in  this  section  shall  be 
paid  only  after  the  New  Hampshire  Public  Service  Commission  shall  have 
certified  that  they  are  just  and  reasonable  in  accordance  with  the  provisions 
of  Section  8  of  the  New  Hampshire  Act. 

Nineteenth:  The  board  of  directors  of  the  reorganized  Boston  &  Maine 
Railroad  shall  consist  of  not  less  than  fifteen  nor  more  than  twenty-one  mem¬ 
bers,  of  whom  two  at  least  shall  be  residents  of  Maine,  one  at  least  of  Ver¬ 
mont  and  four  at  least  of  New  Hampshire. 


14 


Twentieth:  There  shall  be  a  board,  to  be  called  the  reorganization 
managers,  which  shall  consist  of  seven  members  of  whom  three  shall  be 
chosen  by  the  directors  of  the  Boston  &  Maine  Kailroad  and  one  each  by  the 
directors  of  the  Fitchburg  Kailroad  Company,  the  Boston  &  Lowell  Railroad 
Corporation,  The  Concord  &  Montreal  Railroad  and  the  Connecticut  River 
Railroad  Company.  The  reorganization  managers  may  act  by  a  majority 
and  shall  have  full  authority  subject  to  the  approval  of  the  Director  General 
to  determine  and  declare  when  this  Plan  shall  be  deemed  operative,  to  make 
such  changes  as  they  see  fit  in  the  names  of  the  various  classes  of  stock  herein 
provided  for,  and  in  general  to  prescribe  the  details  and  methods  of  procedure 
necessary  for  its  execution  and  to  carry  it  out.  Any  vacancy  in  said  board  oc¬ 
casioned  by  the  death,  disability  or  resignation  of  any  member  thereof  shall  be 
filled  by  the  directors  of  the  company  by  which  such  member  was  chosen;  or, 
if  said  company  has  ceased  to  exist  as  a  separate  corporation  or  has  no  board 
of  directors,  then  such  vacancy  may  be  filled  by  the  remaining  members  of  the 
Board  of  Reorganization  Managers.  Until  such  vacancy  is  so  filled  the  remain¬ 
ing  members  shall  have  all  the  powers  of  the  full  board. 

Twenty-first :  The  foregoing  Plan  contemplates  the  acquisition  by  the 
present  Boston  &  Maine  Railroad  of  the  property  and  franchises  of  the  sub¬ 
sidiary  corporations  either  through  purchase  or  consolidation.  If  it  is 
deemed  impracticable  by  the  directors  of  the  Boston  &  Maine  to  carry  out 
the  Plan  through  the  medium  of  that  corporation,  it  may  be  carried  out 
through  the  medium  of  a  new  corporation  formed  to  carry  out  its  provisions 
under  the  authority  of  the  legislation  authorizing  the  same;  provided,  how¬ 
ever,  that  in  such  case  the  capitalization  of  the  new  corporation  shall  be  ad¬ 
justed  both  as  to  stocks,  bonds  and  other  obligations  so  as  to  be  the  same 
in  all  respects  as  that  proposed  for  the  proposed  reorganized  Boston  &  Maine 
Railroad,  and  that  the  rights  of  the  stockholders  of  the  subsidiary  companies 
shall  be  in  all  respects  the  same  as  those  set  forth  in  this  Plan  and  all  its 
substantial  provisions  shall  be  fully  carried  out. 


•  / 


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